1. Acceptance of terms
These Terms of Service ("Terms") govern your access to and use of OptiSHFT, provided by WRK Nexus Pty Ltd ("WRK Nexus", "we", "us"). By accessing or using OptiSHFT (the "Service"), you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation.
2. Account registration and responsibilities
You must provide accurate registration information and keep it up to date. You are responsible for maintaining the confidentiality of your credentials and for all activities under your account. Notify us immediately of any unauthorised access at support@wrknexus.com.
3. Subscription and payment
Access to OptiSHFT is provided on a subscription basis. Fees, billing cycles and included usage are set out in your order form or online checkout. Fees are payable in advance and are non-refundable except as required by law (including the Australian Consumer Law). We may adjust pricing on renewal with at least 30 days' notice.
4. Acceptable use
You agree not to:
- Use the Service in violation of any law or third-party rights;
- Attempt to gain unauthorised access, probe or disrupt the Service;
- Reverse engineer, copy or create derivative works of the Service;
- Upload malicious code or content that is unlawful, harmful or infringing;
- Use the Service to send unsolicited communications.
5. Customer data and ownership
As between the parties, you retain all rights in data you or your authorised users submit to OptiSHFT ("Customer Data"). You grant us a limited, worldwide licence to host, process and transmit Customer Data solely to provide and improve the Service and as permitted by our Privacy Policy. You are responsible for the accuracy and lawful basis for processing Customer Data, including obtaining any necessary employee consents.
6. Service availability
We use commercially reasonable efforts to make OptiSHFT available 24/7, excluding scheduled maintenance and circumstances beyond our reasonable control. Specific service-level commitments (if any) are set out in your order form.
7. Termination
Either party may terminate for material breach not cured within 30 days of written notice. We may suspend or terminate access immediately for non-payment, security risks, or breach of clause 4. On termination, your right to use the Service ends and we will make Customer Data available for export for 30 days, after which we may delete it.
8. Limitation of liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or loss of profits, revenue or data. Our aggregate liability arising out of or relating to these Terms is limited to the fees paid by you for the Service in the 12 months preceding the event giving rise to the claim. Nothing in these Terms excludes any non-excludable consumer guarantees under the Australian Consumer Law.
9. Intellectual property
We and our licensors retain all rights, title and interest in the Service, including all software, documentation, trademarks and feedback you provide. No rights are granted other than those expressly set out in these Terms.
10. Confidentiality
Each party will protect the other's confidential information with at least the same degree of care as it uses to protect its own confidential information of like importance, and will use it only to perform its obligations under these Terms.
11. Governing law
These Terms are governed by the laws of New South Wales, Australia. Each party submits to the exclusive jurisdiction of the courts of New South Wales and the federal courts of Australia.
12. Changes to these Terms
We may update these Terms from time to time. Material changes will be notified via the Service or by email and will take effect on renewal or 30 days after notice, whichever is earlier.
13. Contact
Questions about these Terms can be sent to legal@wrknexus.com.