Terms of Service

Terms of Service

Effective Date: 29 March 2024

BACKGROUND

The website cerclos.com, web applications, software solutions including eTool and RapidLCA, plugins to third party software written by us and associated third party APIs (collectively known as the Platform) are operated by eTool Pty Ltd trading as eTool and as Cerclos (ABN 25 149 977 971) (we, us, our).

The Platform is a suite of design tools that can be used to understand and optimise a built asset’s lifetime environmental and cost impacts. The Platform together with the website and all content, services and products delivered by us through or in connection with the website or the Platform, are collectively known as the Services.

In these Terms, the words “you” and “yours” refer to you as a user of the Services, whether you use them personally or on behalf of an Organisation.

We are responsible for maintaining the Platform and delivering the Services and you are responsible for how you use the Services. The following Terms of Service (the Terms) govern your use of the Services and explain how we will work with you while you use the Services. Please read them carefully and check back here from time to time for any updates.

FORMATION OF AGREEMENT

When you access the Platform or commence using the Services by registering an account (including for any trial period) you are deemed to have accepted these Terms and all other operating rules, policies (including our Privacy Policy) and procedures relating to the Services that we may publish from time to time (collectively, the Agreement).

You may also accept these Terms where you click “agree”, “accept” or “buy” where such an option is made available to you during your use of the Services.  When you click “accept”, “agree”, “consent” or “buy” by electronic means using a device such as a mobile phone, desktop, laptop or tablet, your agreement or consent will be legally binding and enforceable and will be deemed to be as effective as if you had written your signature by hand. You will also be bound by any consent transmitted through the website to receive electronic communications from us.

Please read the Agreement carefully before accessing or using the Services. Continuing use of our Services and access to any materials available from us or the Services is deemed acceptance of any changes to these Terms

KEY TERMINOLOGY

Where we use capitalised terms in the Agreement, unless otherwise indicated by the use of bold text, those words have the following meanings.

Access Fees: The fee that you or your organisation pay to use the Services or the Platform for modelling in relation to a single “Structure”; a Project Fee is the fee that you or your organisation pay to use the Services for Projects, unless you are a Specialist Subscriber.

Confidential Information: Any non-public information disclosed by either you or us to the other in connection with the Services, which is by its nature “confidential” or “proprietary” (or with a similar legend), including Subscriber Data and non-public components of the Platform.

Data: Information that you enter into the Platform to model and optimise the life cycle environmental and cost impacts of your construction projects.

Design: A design option applicable to a Structure within the Platform.

eTool: Our web application for optimising the life cycle environmental and cost impacts of built assets, specifically focussed on complex projects such as large buildings and infrastructure, where deep modelling configuration is required.

LCA: Life Cycle Assessment.

Life Cycle Inventory (LCI) Data: Generic or product-specific environmental life cycle inventory presented in the Platform to enable an environmental impact assessment, which may be provided by third parties under licence to us.  The LCI Data represents the environmental data for a specific human activity (e.g. Global Warming Impact of the production of 1kg of steel). 

Organisation: Any entity that accesses or uses the Services.

Organisation Admin User: An end user with the authority to oversee the administration of the organisation within the application.

Project: One or more Structures, grouped in the Platform, typically being constructed on the same parcel of land.

Project Fees: A Project Fee is the fee that you or your organisation pay to use the Services for Projects, unless you are a Specialist or Specialist Hotseat Subscriber. 

RapidLCA: Our web application for optimising the life cycle environmental and cost impacts of built assets, specifically focussed on simpler projects (e.g. low density housing) where streamlined modelling is preferred.

Seat: Allocated to users within organisations giving them the functionality of Enterprise, Specialist or Specialist Hotseat subscriptions.

Specialist Subscriber: A user with a Specialist subscription.

Structure: A single building, infrastructure asset or part thereof, defined by a user in the software or specified on a quotation that we issue to you.

Subscriber: A user or organisation.

Subscription: A level of service defined in more detail in the “Subscriptions” section.

Subscription Fee: A periodic payment by a subscriber in return for access to and use of the Services or to access a Structure in the Platform which was started while a subscription was active.

User: An individual person who accesses the Platform.

YOUR USER ACCOUNT

To access the Services, you must register a user account by providing us with accurate information including your name, your Organisation name, address, a valid email address and telephone number. We will assign a username that is personal to you.

You warrant that any information that you provide while registering a user account is accurate and correct at the time you provide the information, and that you will update your details when they change.

Your account will be protected by a password that is known only to you. Usernames and passwords are for your use only and must not be shared with any third party.

We accept no liability for any activity that occurs in your account, including any orders for Services. You will be solely responsible and liable for any activity that occurs under your username. You are responsible for keeping your password secure. If you share user account or login details, you will be in breach of these terms and we may terminate the Agreement without further notice to you.

If we believe that you have breached these Terms, an applicable law, or that your conduct may give rise to a claim by us against you, we may suspend or cancel your account at any time in our absolute discretion.

You must immediately notify us of any unauthorised use of your account, or any other breaches of security.

We will not be liable for any acts or omissions by you connected with the Platform, including any damages that you suffer as a result of your acts or omissions.

In the case of any inconsistency or conflict between the terms outlined in this Agreement and those of any separate agreement agreed upon by the involved parties, the terms specified in the separate agreement shall take precedence.

TERM

The term of your Subscription (Subscription Term) commences on the date of acceptance of the Agreement, and continues for 12 months, unless terminated earlier in accordance with these Terms. The Subscription renews annually unless terminated in accordance with these terms or agreed otherwise in writing.

The term applicable to a Structure (Structure Term) will be tied to the duration of the design, construction and operation of the Structure. The Structure Term commences when a Subscriber creates the new building or infrastructure Structure in the Platform.

Unless terminated earlier under this Agreement, the Structure Term will end on the earlier of the completion of modelling in the Platform, and the expiry of your Subscription Term.

ETOOL SUBSCRIPTIONS

Consultant

A Consultant subscription is offered to users who are using the software and agree to  pay 80% of the Access Fees for each Structure they start in the Platform. Consultant Subscribers are entitled to premium environmental data and modelling functionality, life cycle cost functionality, advanced reporting capabilities, online training, online support resources and email support. Consultant subscribers are eligible for eight hours of online training (delivered through the eTool support site) and may sit the eTool exam at the conclusion of the course.

Enterprise

An Enterprise subscription is offered to organisations who are using the software and agree to pay 60% of the Access Fees for each Structure they start in the Platform. Enterprise Subscribers must maintain at least four paid Enterprise user seats (which may be allocated or unallocated to users) and are entitled to collaboration, advanced control of business intellectual property generated in the Platform, premium environmental data and modelling functionality, life cycle cost functionality, premium reporting capabilities, branded reports, online training, online support resources and email support. Enterprise Subscribers are eligible for eight hours of online training (delivered through the eTool support site) and may sit the eTool exam at the conclusion of the course.

Enterprise Seats may be re-allocated between users to preserve the organisation’s intellectual property when users leave an organisation’s employment or contract. The organisation is provided with one Organisation Admin User per paid Organisation to facilitate the allocation of seats between the organisation’s users.

Organisations with Enterprise subscriptions are granted 5 Read Only seats.

Specialist

A Specialist subscription is offered to users who are using the software and are not subject to Access Fees. Specialist Subscribers are entitled to premium environmental data and modelling functionality, life cycle cost functionality, premium reporting capabilities, branded reports, online training, online support resources and email support. Specialist subscribers are eligible for eight hours of online training (delivered through the eTool support site) and may sit the eTool exam at the conclusion of the course.

Specialist subscribers that collaborate with other users on a Structure may be subject to Access Fees unless the collaborators are also Specialist Subscribers, or minimise their effort in the study to less than 20 added or edited Design elements. We will warn users in the system if an action will forfeit the Specialist Subscriber Access fee waiver.

Specialist Seats may be re-allocated between users to preserve the organisation’s intellectual property when users leave an organisation’s employment or contract. The organisation is provided with one Organisation Admin User per paid Organisation to facilitate the allocation of seats between the organisation’s users.

Organisations with specialist subscriptions are granted 5 Read Only seats.

Specialist Hotseat

The Specialist Hotseat subscription have identical terms to the Specialist subscription with the following exceptions:

  • Automatic seat allocation upon initiation user session
  • Unlimited admin seats to facilitate allocation of seats
  • Unlimited Read Only Seats
  • Pro features 

CHANGES

We may change these Terms or the nature of the Services or the Platform from time to time, consistent with applicable laws and industry standards, without notice to you. Any changes to the Terms will be effective from the date that we post the revised Terms on our website. You are responsible for reviewing these terms prior to using or purchasing Services and periodically during your time as a user or subscriber.

The Platform, Services, website and any prices for the Platform or Services may change or be discontinued without notice at any time. We will not be liable to you for any change in the Terms or the Services.

We may discontinue the Platform or the website at any time, without notice to you and in our absolute discretion. We may refuse access to the Services to any person at any time, in our absolute discretion. We are not liable for any loss that you suffer as a result of such discontinuance or exclusion.

CERTIFICATIONS

eTool Certifications

You may request an eTool Certification Assessment if you are a Specialist Subscriber and have fully paid Access Fees. The eTool Certification Assessment will be conducted by an eTool-qualified independent certifier (a Certifier). If the LCA Study and your modelling meet relevant criteria, the Certifier will issue an ISO 14044-compliant independent review of the LCA Study. The Certifier cannot directly edit your model but will:

  • document suggested improvements to your model; and
  • deliver interim and final Certification Review Reports summarising their findings.

If you do not request eTool Certification, automatic reports generated from eTool will maintain the uncertified warning and the model will have limited reporting functionality.

eTool results that are made available to the public must be accompanied by a certified eTool LCA report.

eTool Certification Rating

We maintain a simple environmental performance rating that aggregates the life cycle performance of a Structure in a single score and rating. If you wish to use this rating you must allow us to produce a publicly available web page which sets out:

  • a summary of the Structure’s performance;
  • key design strategies employed that enabled the performance;
  • the address of the Structure;
  • the key designers, developers and builders;
  • the users who modelled the performance in eTool;
  • the user who certified the Structure design; and
  • a link to a full LCA report that confirms the building’s performance, and a mechanism for visitors who visit the page to share the information via professional and social media platforms.

These measures protect the integrity and reputation of your rating as well as that of other eTool users.

SUBSCRIBER DATA

To use the Platform, you must upload certain data and design documentation (Data). You retain all proprietary and other rights, title and interest in and to your Data.

You grant us a non-exclusive, transferable, irrevocable licence to use the Data to deliver Services to authorised users of the Platform, solely in connection with the Structure. You also grant us a non-exclusive, worldwide, perpetual licence to use usage data (including aggregated and / or averaged Structure performance information) in an aggregated form that does not identify Users or Organisations, to compile statistics regarding life cycle environment and cost impacts, report on Platform usage and/or to improve the Services.

By uploading Data to the Platform, you warrant that:

  • you have appropriate and sufficient rights in relation to the Data; and
  • neither our use, processing and/or storage of the Data in accordance with this Agreement nor your use of Data will violate any applicable laws or this Agreement.

We are not obliged to screen Data but may suspend access to the Platform or terminate this agreement if the ultimate owners of the Data notify us that a Subscriber has insufficient rights to upload Data into the Platform. We are not liable for any damage or loss caused by our decision to suspend access. You are entirely responsible for the content and delivery of Data, including without limitation, the accuracy, usefulness, timeliness and completeness and lawfulness of the Data and its use, regardless of what form the Data takes (including text, documents, photo, video, audio, or code).

LCI DATA

You acknowledge that we use third-party LCI Data to enable Life Cycle Impact Assessment. The third-party data may be generic LCI Data or product-specific LCI Data.  The LCI Data may be publicly available or commercially licensed to us at a cost.  While we aim to provide a single solution in which data and software are wholly included without additional costs to users for accessing different data sources, this is not always possible or practical. We will explicitly inform users that they are required to pay for additional LCI Data prior to releasing that data to them. 

We cannot warrant the accuracy of the third-party LCI Data.  Users must agree and adhere to the user agreements provided by third-party LCI data suppliers, including those listed below:

EcoInvent data: End User Licence Agreement (EULA) for ecoinvent Database and ecoinvent Datasets

CANCELLING YOUR SUBSCRIPTION

If you cancel your subscription, we will remove your and your Organisation’s access to all models.

If you wish to maintain a record of models, you must generate relevant reports prior to cancelling your subscription.

Upon termination of the Services or the Agreement, you and your organisation will no longer have no access to your data. Any retrieval access can be requested through a special process which may involve a fee. We will not be liable for any damages of any kind in connection with the Services or the termination.

FEES AND PAYMENTS

Access Fees

eTool Access Fees

If you are an eTool Consultant or Enterprise Subscriber, you must pay an Access Fee for any Structure that you create. 

We will quote the relevant Access Fee to you upon request. Alternatively, the eTool software will automatically generate the Access Fee.

If you have not paid the Access Fee or any other payment due to us by the due date, we may suspend your access to the Services until payment is received.

If a discount was applied to the Access Fee due to a Subscription level, you must maintain that same Subscription to continue using the application. If you transfer to a Subscription that does not attract a discount, you must pay the full Access Fee to continue using the Services.

RapidLCA Access Fees

RapidLCA access fees are paid by users to access RapidLCA. These fees are based on project specifics (e.g. number of dwellings for a residential project) and may be paid for in advance by invoice and bank transfer, or on demand at the time of modelling by credit card.

Advanced Support Fees

We may agree to provide you training at the cost, location and time nominated by us.

Unless specified in a quotation, the training cost will be calculated at rates current at the time of the training, which we will provide on your request. We will inform you if additional expenses apply prior to the training. If you reschedule or cancel the training, you must pay us for our costs incurred in connection with the training (as reasonably determined by us), plus a reasonable amount for profit and overheads.

SERVICES DELIVERED IN ADVANCE OF PAYMENT

From time to time, we may provide Services in advance of payment to ensure a seamless user experience. For example, modelling of a Structure may be started in eTool before a payment is received to ensure you can meet your professional deadlines. If payments are not received in advance of services, we reserve the right to:

  • recover any costs related to managing overdue accounts and, in the case of overdue accounts, charge a monthly overdue account administration fee and interest on overdue amounts at a rate of 25% per annum (or, if less, the maximum amount permitted by applicable law) and such interest will accrue daily, be calculated weekly and compounded monthly; and/or
  • suspend the Services until such time that overdue amounts are paid.

If you, in good faith, dispute the whole or any part of an invoice that we issue to you, you must pay the undisputed portion of the invoice by the due date and otherwise notify us in writing of the reasons for disputing the remainder of the invoice within 14 days of receiving the invoice. If it is resolved that some or all of the amount in dispute ought properly to have been paid at the time it was first invoiced, then you must pay that amount together with interest as set out above.

If you do not notify us of any dispute, you are deemed to have accepted the invoice as confirming your liability to pay the invoiced amount by the due date for payment.

PAYMENTS

You must pay your Fees by the due date for payment.

By submitting payment information, you authorise us to provide that information to third parties (such as our payment platform) to facilitate payment. You agree to verify any information requested by us or our payment platform for the purposes of acknowledging or completing any payment.

You authorise us or our payment platform to obtain or determine updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you to the same extent as the expired card. If payment is not received from your credit card issuer, you hereby agree to pay all amounts due upon demand. You agree to pay all costs of collection, including legal fees and costs, on any outstanding balance.

You warrant when purchasing Services that any credit card or payment information that you provide to us or to our payment platform is accurate and complete and that there are sufficient available/cleared funds in the nominated account to enable the direct debit to be honoured, and any charges incurred by you will be honoured by your financial institution or credit card company. You agree to pay any charges incurred by you, including any taxes, and that if your payment method is not honoured for any reason, you will pay any additional incurred charges, including any surcharge we incur due to the failed payment.

Subscription Payments

Unless you notify us with at least 30 days’ written notice before the end of the applicable Subscription Term that you want to cancel your Subscription, your Subscription will automatically renew and you authorise us to collect the then-applicable annual or monthly subscription fee for such Subscription (as well as any taxes) using any credit card or other payment mechanism we or our payment processor have on record for you.

Subscription Fees may be changed on 30 days’ written notice. We may end the Services if you object to a change in fees. 

Subscription and Access Fee Payments

The Subscribers must pay Subscription and Access Fees by the earliest of the following payment dates and otherwise in accordance with the following terms:

  • in advance or in accordance with the terms specified in the quotation we provide to you;
  • by credit card for monthly Subscription fees or via our payment platform or bank transfer for annual Enterprise, Specialist or Specialist Hotseat Subscription fees and Access Fees, or
  • on or before the due date of the payment which will be specified in the invoice or during the online transaction.

All Fees exclude taxes, which will be added to the price at the point of sale. Apart from this, each of us must pay the taxes we are respectively legally required to pay. Unless we specify otherwise, Subscription Fees must be paid in US dollars, and Access fees paid in local currency. Prices published on our website or elsewhere may change at any time without advance notice to you.

RapidLCA Access Fee Payments

RapidLCA Access Fees fees must be paid prior to the commencement of modelling or during modelling in RapidLCA unless otherwise agreed and we may suspend services if the RapidLCA Access Fees become overdue.

MONITORING AND ACCEPTABLE USE

The Platform is intended to be used for optimising the life cycle environmental and cost impacts of Structure designs. We reserve the right to suspend the Services and access to the Platform if you use the Platform for any other purpose. You must ensure that your communications within the Platform and your Data:

  • does not offend other users;
  • does not breach copyright or any other intellectual property rights;
  • is lawful, and
  • is free of viruses and security threats.

The following uses of the Platform are prohibited:

  • uses that compromise the Platform’s integrity including probing, scanning, or testing the vulnerability of any system or network that hosts our Services
  • attempting to overwhelm our infrastructure by unreasonably loading our systems
  • consuming unreasonable amounts of storage in a way unrelated to the purposes for which the Platform was designed
  • reverse-engineering, tampering or hacking the Platform or the services, attempting to gain unauthorised access or circumventing security or authentication measures
  • sharing user account details so other users may access the service

We may monitor your use of the Platform to ensure compliance with this Agreement and suspend or terminate the Services if you are found to be in breach.

CONFIDENTIALITY

We each acknowledge that Confidential Information disclosed by either of us pursuant to this Agreement may constitute valuable trade secrets of the discloser. We each agree to use Confidential Information solely in accordance with the provisions of this Agreement and not to disclose, or permit to be disclosed, either directly or indirectly, such Confidential Information to any third party, without prior written consent.

Each of us will use strict measures to protect Confidential Information and avoid disclosure or unauthorised use. Notwithstanding the above, neither of us will be in breach of this provision in circumstances where the Party is lawfully required to disclose the Confidential Information, where the information is already in the public domain, or is already in the receiving Party’s possession without a duty of confidentiality at the date of disclosure.  Use of Subscriber Data, or if a Subscriber chooses to disclose their Confidential Information by way of features designed to share information between users, within exportable reports or publicly available Design / Structure summary pages will not constitute a breach of this Agreement

PRIVACY

Our Privacy Policy  specifies why we collect personal information, and how we use that information and how we maintain your privacy. We may communicate with Subscribers regarding the Platform administration, support and use. Subscriber Data including personal information may be transferred to countries within which we operate subject to applicable laws and this Agreement for the purposes of maintaining and developing the Platform, and communicating with Subscribers.

INTELLECTUAL PROPERTY RIGHTS

We own or have lawful rights to use all intellectual property on, in or associated with the Platform and created in the performance of Services. This includes copyrights, trademarks, proprietary information, designs, patents and other intellectual property rights, trade secrets, business information, business names, logo, designs, text, videos, audio files, graphics, presentation slides, other files and software. Your use of the Platform and the Services, including purchase of or access to any Services or content, does not grant or transfer any rights, title or interest to you in relation to the Platform or the Services.  

You agree that you will not copy, reproduce, distribute or use the Services, any models, Data or other content other than as set out in these Terms.

WARRANTIES AND DISCLAIMERS

Cerclos will deliver the Services and maintain the Platform using reasonable professional skill and care, consistent with industry standards. We do not guarantee the accuracy of the life cycle environmental and cost predictions in the Platform, which by their nature cannot be exact.

It is not possible to accurately identify and calculate all the historical contributing environmental and/or cost impacts associated with a product or service. Generic cost and environmental impact coefficients do not necessarily correspond to those of individual brands of the same product or service due to differences in the way these products and services are delivered.

The Platform and the Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by law (including the Australian Consumer Law), we make no representations or warranties about the Platform or the Services. In particular, we do not represent:

  • (a) suitability, reliability, completeness, security, accuracy or fitness of the Platform or the Services for any particular purpose;
  • (b) that access to the Platform or the Services will be free of any harmful components (including viruses) or other code that is harmful; or
  • (c) that there will be no failure of communications or data storage.

Any use of or reliance on the Platform or the Services is entirely at your own risk.

To the extent permitted by law, we cannot and do not warrant or guarantee that the Services will be:

  • error-free;
  • without interruption; or
  • fit or suitable for a particular purpose.

You assume all responsibilities for selecting the Platform to achieve your intended results, for the use of results obtained from the Platform and for taking measures to prevent unauthorised access to your user account.

LIABILITY

You must not, under any circumstances, use the Platform or the Services:

  • (a) for any unlawful purpose;
  • (b) to solicit others to perform or participate in any unlawful acts; or
  • (c) to violate any international, Australian or state regulations or laws.

You agree that you will not:

  • (d) attempt to change, remove, deface, hack or otherwise interfere with the Platform or the Services;
  • (e) hack into any aspect of the Platform, corrupt data or cause annoyance to other users of the Platform or the Services;
  • (f)  infringe upon any other person’s intellectual property or other proprietary rights;
  • (g) disclose any information to which you gain access as a result of the Services that is by its nature confidential;
  • (h) send any unsolicited advertising or promotional material (spam) to us or to other users with whom you come into contact on the Platform or via the Services; or
  • (i)  attempt to affect the performance or functionality of any computer facilities of or accessed through the Platform. 

We accept no liability for reliance on the Platform or the Services as business, financial or legal advice. You warrant that you have not relied on any representations by us as to financial benefits, future income, project success or potential revenue or loss of any kind that may be derived as a result of your use of the Services. You will undertake your own due diligence and seek professional advice before applying any learnings from the Services, taking into account your own personal circumstances or the specific circumstances of your business.

Results and outcomes may vary from Structure to Structure and we accept no responsibility for your expectation of a particular outcome in reliance on our Services.

You indemnify and release us, our affiliates, officers, employees and agents from any loss, liability, claim or demand (including legal fees) incurred or made by you or any third party in connection with your use of the Platform or the Services.

To the maximum extent permitted by law, including the Australian Consumer Law, neither we nor any of our affiliates, officers, employees or agents is liable for any direct or indirect losses, liabilities, claims, actions, loss of use, loss of data, loss caused by a virus, loss of income or profit, loss of or damage to property, claims by third parties or any other losses arising from or in connection with your use of the Platform and the Services, your inability to access the Platform, interruption or outage of the Platform or any content that is inaccurate, incomplete or out of date.

If the Services are subject to the provisions of the Australian Consumer Law, we limit our liability to the lesser of:

  • (i)  the cost of replacing the Services or supplying equivalent Services; or
  • (ii) the cost of repairing the Services.

To the extent permitted by law we are not liable for any exemplary, punitive, indirect, special, consequential loss, loss of profit, interest, revenue, business goodwill or anticipated profit, or any loss of or damage to User Data or loss of or interruption to Subscriber’s business arising out of, or in any way connected to the Services or other use of the Platform. If a claim is made, regardless of the nature of the claim, our liability in connection to a claim will not exceed the total Access Fees and Subscription Fees relating to the claim paid by the relevant Subscriber.

INDEMNITY

You indemnify us against claims made by third parties against us relating to your breach of any law or regulation in your use of the Platform, or your misuse of Data, Personal Information or infringement of a third party’s intellectual property rights. We will have no liability for infringement claims arising from:

  • you using the Platform in combination with other software or services not provided by us;
  • any unauthorised modification of the Platform in part or whole; or
  • an incident occurring after we notify a Subscriber that continued use may subject the Subscriber to an infringement claim.

If a third party claim is made against either of us, that party may choose to defend or settle the third party claim but neither party will be liable to costs or expenses incurred by the other party unless agreed prior.

SUSPENSION, TERMINATION AND REFUNDS

Either of us may suspend or terminate the Agreement in the event that the other Party commits a material breach of this Agreement and fails to remedy the breach within a reasonable time frame after being notified in writing of the breach.

We may terminate the Agreement for any reason in our absolute discretion on 30 days’ written notice to you.

As the Services and the materials on the Platform are digital in nature, we do not offer refunds except where required by the Australian Consumer Law. We do not offer refunds because you change your mind. The onus is on you to read information about the Services and these Terms thoroughly.

Upon termination you must cease to use the Platform and the Services and at our request return or destroy any Confidential Information owned by us. Termination does not relieve you of any obligation to pay outstanding Fees owed to us.

Relevant sections of this Agreement will survive termination, including all disclaimers and limitations of liability.

GOVERNING LAW

The laws of Western Australia govern the Agreement. Any proceedings connected with this Agreement must be heard in Western Australia.

DISPUTE RESOLUTION

If a dispute arises, the parties must:

  • give written notice to the other party detailing the nature of the dispute;
  • make efforts to resolve the dispute in good faith;
  • escalate the dispute to the respective Chief Executive Officers (or equivalent top ranking management officer, or their nominees excluding external counsel) who will make efforts to resolve the dispute in good faith; and
  • delay filing of actions until the above actions are taken

ENTIRE AGREEMENT

The Agreement, together with any changes agreed in writing, constitute the entire agreement between us and you in relation to your use of the Platform and the Services and supersede all previous communications, negotiations and agreements, whether oral, written or electronic.

If any of these Terms is found to be invalid or unenforceable by a court of law, that invalid or unenforceable term will be severed and will not affect the remainder of the Terms, which will continue in full force and effect.

NOTIFICATIONS

We may communicate certain matters to you via in-application notification and emails, including the following:

  • receipts for subscription payments;
  • invoices for Access Fees and other payments due by you to us;
  • reminders for subscription payments and Access Fees; 
  • notification of suspension or termination of services; and
  • Updates regarding pricing changes, service offerings, current subscriptions, and features

You accept and acknowledge that we may communicate these critical communications to you via email and commit to whitelisting our domains (cerclos.com, etool.app, etoollcd.com, etoolglobal.com, etool.net.au, rapidlca.com and rapidlca.app) so that you will receive relevant communications and information.