Terms of Service — MeetingQuality

Terms of Use

DEFINITIONS AND INTERPRETATION
1. In this Agreement, unless the contrary intention appears:‘Additional Services’ means any services agreed between MeetingQuality and the Customer from time to time that are not Standard Services, which may include Fourth Question Services and/or Reporting Services.‘Additional Services Order’ means an order for Additional Services on terms agreed between the Customer and MeetingQuality.‘Agreement’ means this Agreement and any Additional Services Order from time to time.‘Board Services’ means Services for board meetings and board subcommittee meetings. ‘Confidential Information’ means any information in any form whatsoever (including oral, written, and electronic information) of a personal, technical, business, corporate or financial nature of a Party that has either been marked as confidential or due to its character or nature, or manner of its disclosure, a reasonable person would consider to be as confidential. Without limitation, confidential information of the Customer includes Customer Data and Results and confidential information of MeetingQuality includes the personnel, policies and business strategies of MeetingQuality and the terms of this Agreement.‘Consumed’ has the meaning given to the term in clause 2.2.‘Customer Data’ means all data and information, and all rights in such data and information, associated with the Customer that is entered, stored, generated, processed, handled or dealt with through, or in the course of providing, the Services and includes data and information relating to meetings, Users and Third Party Attendees.‘Customer Domain Name’ means the domain name provided to MeetingQuality by the Customer on sign up or otherwise notified by the Customer to MeetingQuality;‘Force Majeure’ means a circumstance beyond the reasonable control of the Parties which results in a Party being unable to observe or perform on time an obligation under this Agreement. Such circumstances will include but will not be limited to:
  1. acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster;
  2. acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution;
  3. industrial action; and
  4. the effects of any malicious software or data network attack.
2. ‘Fourth Question Services’ has the meaning given to the term in the Schedule;‘GST’ means Goods and Services Tax;‘Intellectual Property Rights’ means all intellectual property rights, including:
  1. patents, copyright, rights in circuit layouts, registered designs, trademarks and the right to have confidential information kept confidential; and
  2. any application or right to apply for registration of any of those rights.
3. ‘Licence’ means a licence to use the Services as specified in clause 2.1.‘Licence Price’ means the price per Licence as set out in the Schedule less any applicable Reseller Discount.‘Measure Services’ means the Surveys and Results as a result of receiving and responding to emails from measure@meetingquality.com.‘MeetingQuality Material’ means any material in which Intellectual Property Rights exist, created, written or otherwise, brought into existence by or on behalf of MeetingQuality in the course of, or in connection with, the supply of Services or material used by MeetingQuality in the course of supplying Services. Without limiting the generality of the foregoing, MeetingQuality Material includes Surveys and Results.‘MPS’ means ‘Meeting Promoter Scores’, being the consolidated performance scores for each User and Third Party Attendee.‘Non-excludable Condition’ means a condition or warranty the exclusion of which from a contract would contravene any statute (including the Competition and Consumer Act 2010 (Cth)) or cause any part of this Agreement to be void.‘Party’ means either MeetingQuality or the Customer as the context dictates and ‘Parties’ means both of them.‘Project Services’ means Services for project meetings.‘Reporting Services’ has the meaning given to the term in the Schedule.‘Reseller Discount’ means a discount on the Licence Price granted to the Customer on entering a reseller code.‘Results’ means the results of the Surveys (including the MPS, governance results, project probability of success and other results) provided to Users and Third Party Attendees by MeetingQuality.‘Standard Services’ means the Measure Services, the Board Services, the Steering Committee Services and the Project Services.‘Services’ means the services as specified in the Schedule.‘MeetingQuality Address’ means the MeetingQuality email addresses used to activate each of the Services, as specified in the Schedule or as otherwise notified by MeetingQuality to the Customer from time to time.‘Steering Committee Services’ means Services for steering committee meetings.‘Surveys’ means the survey questionnaires sent to the Users by MeetingQuality.‘Tax’ means any and all taxes (including GST or any equivalent tax in a country other than Australia), duties and other charges imposed or levied by any authority in connection with the Services and Additional Services.‘Termination Date’ means the date that is one year from the date of this Agreement or such other date as is agreed from time to time.‘Third Party Attendee’ means a person who has a Third Party Email Address and who is invited by a User to use the Services in respect of a particular meeting.‘Third Party Email Address’ means an email address with any domain name other than the Customer Domain Name.‘Unsubscribe’ has the meaning given to it in clause 3.1.‘User’ means a person with a User Email Address who is invited by the Customer or another User to use the Services.‘User Email Address’ means an email address containing the Customer Domain Name.
LICENCES
1. Each Licence purchased by the Customer is valid for one or more of the following:
  1. allows one User unlimited use of the Measure Services, the Project Services and the Steering Committee Services for the Term;
  2. allows any number of Users and Third Party Attendees to use the Board Services in respect of a single recurring board meeting; or
  3. allows any number of Users and Third Party Attendees to use the Board Services in respect of all sub-committee meetings of a particular board.
2. A Licence will be deemed to be allocated to a User (“Consumed”) when:
  1. any User uses the Services for the first time, as indicated by the first use of a new User Email Address, whether as meeting organiser or as an attendee; or
  2. the Board Services are used in respect of a board for the first time.
3. All Licences will expire on the Termination Date. Without limiting the generality of the foregoing:
  1. any additional Licences purchased subsequent to the date of this Agreement will also expire on the Termination Date; and
  2. Licences will expire in accordance with this clause even if they were not Consumed prior to the Termination Date.
4. Users may invite Third Party Attendees to use the Services and Third Party Attendees may use the Services without Consuming Licences. However, MeetingQuality reserves the right to refuse to provide the Services in respect of a Third Party Attendee in the event that it reasonably considers that a person nominated as a Third Party Attendee is not a genuine third party.
5. The Customer may purchase additional Licences at any time.
6. The Customer may request that a Licence for Board Services is extended to subcommittees of the Board, and MeetingQuality may grant the request at its sole discretion.
USERS
1. A person may unsubscribe from the Services (‘Unsubscribe’) at any time.
2. A person who has Unsubscribed will not receive any emails from MeetingQuality unless they opt back in in accordance with clause 3.4.
3. MeetingQuality will not reimburse a Licence to the Customer if a User Unsubscribes.
4. A person who has Unsubscribed may opt in by sending a meeting invitation to the MeetingQuality Address from their User Email Address.
5. Users are not party to this Agreement and have no rights against MeetingQuality under this Agreement. MeetingQuality expressly excludes any liability to any User.
SERVICES
1. MeetingQuality will make reasonable commercial efforts to provide the Services:
  1. as set out in the Schedule;
  2. with appropriate care and skill;
  3. in a safe and commercially efficient manner; and
  4. in compliance with all applicable laws, regulations, standards, awards and agreements that apply to MeetingQuality.
2. If a User or Third Party Attendee does not respond to a Survey or responds outside the prescribed time frame, MeetingQuality will have no obligation to send a follow-up email to a User or Third Party Attendee, nor to resend any Results.
3. The MPS will be de-identified in all Results emails. However, MeetingQuality will not be responsible if any person identifies him or herself or another User or Third Party Attendee by the MPS or by anything else in the Results.
4. MeetingQuality may decline to provide the Services in respect of a meeting if:
  1. MeetingQuality is unable to read any other email address in the meeting invitation;
  2. there are more than fifty Users at the meeting;
  3. MeetingQuality has suspended the Services in accordance with clause 11; or
  4. MeetingQuality considers in its reasonable opinion that it would be inappropriate to provide the Services or it will not be able to provide the Services at that time.
5. MeetingQuality will have no obligation to refund any Licences if MeetingQuality declines to provide the Services under clause 4.4.
6. MeetingQuality does not guarantee that the Services will be free of errors or available at all times.
CHARGES AND PAYMENT
1. The Customer must pay the Licence Price (less any applicable Reseller Discount) upfront when purchasing Licences.
2. Any Licences purchased after the date of this Agreement but prior to the Termination Date may be charged at a reduced Licence Price to reflect the reduced term of the Licence. MeetingQuality reserves the right to determine the reduced Licence Price at its sole discretion.
3. Additional Services fees, if any, will be charged as agreed between the Parties in Additional Services Orders.
4. Licence Prices and all other fees are exclusive of any Taxes and the Customer must pay any such Taxes applied to any invoice, or otherwise upon request.
INTELLECTUAL PROPERTY RIGHTS
1. All Intellectual Property Rights in MeetingQuality Material are the exclusive property of MeetingQuality or its licensors. Without limiting the generality of the foregoing, any material created in the course of supplying the Services, including Results, will on creation be deemed MeetingQuality Material.
2. Subject to clause6.3, the Customer may not adapt, modify, reproduce or sub-licence MeetingQuality Material to any person without the express written approval of MeetingQuality.
3. MeetingQuality grants a non-exclusive, royalty free, perpetual licence to use, adapt, modify or reproduce the Results solely for the purpose of, and to the extent required to, enjoy the benefit of the Services.
CONFIDENTIALITY
1. A Party will not, without the prior written approval of the other Party, disclose the other Party’s Confidential Information.
2. Each Party will take all reasonable steps to ensure that its employees and agents, and any sub-contractors engaged for the purposes of this Agreement, do not make public or disclose the other Party’s Confidential Information.
3. A Party will not be in breach of clauses 7.1 and 6.2 in circumstances where it is legally compelled to disclose the other Party’s Confidential Information.
4. Notwithstanding any other provision of this clause, MeetingQuality may disclose the terms of this Agreement to its related companies, solicitors, auditors, insurers and accountants.
5. This clause will survive the termination of this Agreement.
CUSTOMER DATA
1. MeetingQuality acknowledges that Customer Data is at all times, and will remain, the property of the Customer.
2. In order for MeetingQuality to supply the Services to the Customer, and only to the extent necessary to do so, the Customer grants to MeetingQuality a licence to use, reproduce, modify and communicate all Customer Data.
3. The Customer acknowledges that the Customer is solely responsible for complying with all laws, including privacy laws and laws in respect of Intellectual Property Rights, of any relevant jurisdiction, that apply to the Customer Data, and the Customer warrants that Customer Data does not and will not infringe any such laws.
4. The Customer acknowledges that MeetingQuality may be obliged by law to disclose some or all of Customer Data to government or regulatory authorities. If it is legally entitled to do so, MeetingQuality will make best efforts to advise the Customer prior to, and where possible consult with and otherwise use reasonable endeavours to minimise any such mandatory disclosure.The Customer at all times indemnifies and keeps MeetingQuality indemnified against all losses, damages, expenses, claims, demands, actions and proceedings suffered or incurred by MeetingQuality as a result, directly or indirectly, of any claim by any third party (including any regulator or enforcement authority) in connection with:
  1. the Customer Data;
  2. any infringement of any law arising from or in connection with Customer Data; and
  3. any claim that Customer Data infringes the Intellectual Property Rights or moral rights of any person, except and to the extent any such claim is caused by MeetingQuality.
WARRANTIES AND REPRESENTATIONS
1. Except as expressly provided in the Agreement, MeetingQuality excludes from this Agreement all conditions, warranties and terms implied by statute, general law or custom, except any Non-excludable Condition.
2. MeetingQuality is not responsible for invitations to take Surveys or to view Survey results, nor is it responsible for and data generated by Surveys (including but not limited to Results). MeetingQuality does not warrant or make any representation regarding the usefulness, correctness, reliability or accuracy of the Results or any other information provided to the Customer under the Services.
3. The Customer warrants that it has not relied on any representation made by MeetingQuality which has not been stated expressly in this Agreement, or upon any descriptions, illustrations or specifications contained in any document including any proposal, catalogues or publicity material provided by MeetingQuality.
4. The Customer acknowledges that to the extent MeetingQuality has made any representation which is not otherwise expressly stated in this Agreement, the Customer has been provided with an opportunity to independently verify the accuracy of that representation.
5. The Customer acknowledges that it is Customer’s sole responsibility to evaluate its use of the Services and to ensure that the Services are not used for any malicious activity or to send any offensive content.
6. The Customer warrants that it must not use or allow another person to use any part of the Services:
  1. in a manner contrary to any law;
  2. for the transmission of content which is, or may be, defamatory;
  3. for the transmission of spam; or
  4. for the purpose of disrupting or interfering with any computer network or any other person’s use of any software, hardware, network or services.
7. Each Party warrants that it:
  1. will not purport to act on behalf of the other Party;
  2. must comply with any reasonable direction of the other Party to assist in complying with any legal obligation;
  3. will comply with all directions and orders of any relevant regulator or other legal authority; and
  4. must comply with all applicable laws, regulations and legal obligations.
LIABILITY AND INDEMNITY
1. MeetingQuality’s maximum liability to the Customer, to the maximum extent permitted by law; including without limitation in respect of any damages, lost profits, lost revenue, lost savings, lost business, loss of opportunity and any consequential or indirect loss arising out of, or in connection with, this Agreement, the Services, the Customer’s use of the Services or any claims by any third person (including a customer of the Customer) or by any User, is limited to the lesser of:
  1. the total Licence Price paid by the Customer under this Agreement; or
  2. the total amount paid by the Customer to MeetingQuality in the previous 12 month period,even if:
  3. MeetingQuality knew that loss was possible; or
  4. the loss was otherwise foreseeable.
2. MeetingQuality’s total liability to the Customer for a breach of any Non-excludable Condition (other than a Non-excludable Condition that by law cannot be limited) is limited, at MeetingQuality’s option to any one of supplying again or paying the cost of supplying again, the Services in respect of which the breach occurred.
3. The Customer agrees to defend, indemnify and hold harmless MeetingQuality and its related companies, affiliates, directors, officers and employees from any and all claims and costs (including but not limited to legal fees) arising from the Customer’s use of the Services.The Customer indemnifies MeetingQuality and its related companies, affiliates, directors, officers, employees and agents from and against all losses, damages, liabilities, claims and expenses incurred (including but not limited to reasonable legal costs) arising as a result of:
  1. any breach by the Customer of this Agreement; and
  2. any negligent act or omission of the Customer or any of its employees, consultants, contractors, agents or representatives relating to this Agreement.
SUSPENSION AND TERMINATION
1. This Agreement terminates on the Termination Date, unless terminated in accordance with clause 11.3.
2. Without prejudice to its termination rights under this Agreement, MeetingQuality may suspend the supply of any or all Services to Customer, and Customer acknowledges that MeetingQuality will have no liability to Customer (under this Agreement or otherwise) arising from such suspension if:
  1. in the reasonable opinion of MeetingQuality the Customer is using Third Party Email Addresses for persons that have User Email Addresses;
  2. the Customer or any User sends offensive material; or
  3. MeetingQuality reasonably considers such suspension to be necessary to protect the security or integrity of the Services, or any software, hardware, data or network, or to comply with any law or direction of a regulator or relevant authority.
3. MeetingQuality may terminate this Agreement (including any or all Licences) immediately by notice in writing if:
  1. the Customer is in breach of any term of this Agreement or any applicable Additional Services Order and such breach is not remedied within 30 days of written notice by MeetingQuality; or
  2. the Customer becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration.
4. If notice is given to the Customer pursuant to clause 11.3, MeetingQuality may, in addition to terminating the Agreement:
  1. retain any monies paid;
  2. charge a reasonable sum for work performed in respect of which work no sum has been previously charged, if applicable;
  3. be regarded as discharged from any further obligations under this Agreement; and
  4. pursue any additional or alternative remedies provided by the law.
5. The parties acknowledge that clauses 6, 7 and 10 and each clause required to make them effective and each clause which by its nature survives termination will continue after termination of this Agreement.
ADDITIONAL SERVICES
1. The Customer may request the supply of Additional Services. Any such request must be made in writing.
2. On receipt of a request for Additional Services, MeetingQuality may provide an estimate of its fees to supply the Additional Services and any additional terms and conditions that will apply in respect of those Additional Services (which terms will take precedence over the terms of this Agreement with respect to those Additional Services).
3. The Customer and MeetingQuality will work together to determine the scope and content of the Additional Services. When the Parties have agreed the scope and content of the Additional Services, MeetingQuality will provide to the Customer an Additional Services Order, which the Customer may accept by signing it and returning it to MeetingQuality.MeetingQuality will supply the Additional Services in accordance with the Additional Services Order and otherwise in accordance with this Agreement.
FREE TRIALS
1. MeetingQuality may offer a free trial of any or all of the Services to a Customer.Any free trial will be given on the terms of this Agreement, subject to the following:
  1. the free trial Termination Date will be the date that is one month after the commencement of the free trial; and
  2. MeetingQuality reserves the right to set a maximum number of Licences in respect of the free trial
FORCE MAJEURE
1. Neither Party will be liable for any delay or failure to perform its obligations pursuant to this Agreement if such delay is due to Force Majeure.
2. If a delay or failure of a Party to perform its obligations is caused or anticipated due to Force Majeure, the performance of that Party’s obligations will be suspended.If a delay or failure by the Party to perform its obligations due to Force Majeure exceeds sixty (60) days, either Party may immediately terminate the Agreement on providing notice in writing to the other Party.
ENTIRE AGREEMENT
1. This Agreement constitutes the entire agreement between the Parties and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing.
2. Except where otherwise explicitly permitted by a clause of this Agreement, the provisions of this Agreement will not be varied, except by agreement in writing signed by the Parties.
NOTICE
1. Any notice required under this Agreement (including any Purchase Order) to be supplied in writing must be delivered to the contract manager of the other Party:
  1. by hand, in which case the notice will be taken to be received at the time it is delivered;
  2. by prepaid post, in which case the notice will be taken to be received three business days after it is sent to or from an address in Australia, or five business days after it is sent to or from an address that is outside Australia; or
  3. by email or other agreed electronic means agreed between the Parties from time to time, in which case the notice will be taken to be received unless the sending Party has reason to believe that it has not been received.
ASSIGNMENT AND WAIVER
1. MeetingQuality may subcontract or assign any of its obligations under this Agreement.
2. Customer may not assign any part of this Agreement to any person except with the consent in writing of MeetingQuality (which consent will not be unreasonably withheld).
3. A party does not waive any right or relieve the other party of any obligation under this Agreement unless explicitly stated by the waiving party in writing.
SEVERABILITY
1. If any provision of this Agreement is held invalid, unenforceable or illegal for any reason, the Agreement will remain otherwise in full force apart from such provisions which will be deemed deleted.
GOVERNING LAW
1. This Agreement will be governed by and construed according to the law of the State of New South Wales, Australia and each party submits unconditionally to the jurisdiction of the courts of that State.

Terms of Use

DEFINITIONS AND INTERPRETATION

LICENCES

USERS

SERVICES

CHARGES AND PAYMENT

INTELLECTUAL PROPERTY RIGHTS

CONFIDENTIALITY

CUSTOMER DATA

WARRANTIES AND REPRESENTATIONS

LIABILITY AND INDEMNITY

SUSPENSION AND TERMINATION

ADDITIONAL SERVICES

FREE TRIALS

FORCE MAJEURE

ENTIRE AGREEMENT

NOTICE

ASSIGNMENT AND WAIVER

SEVERABILITY

GOVERNING LAW