GrowthOS & DataOS Terms of Use


SaaS Services

Subject to payment of the Licence Fee by the Licensee, the Company will provide the SaaS Services to the Licensee for the duration of the Term and in accordance with the applicable Service Levels. 


  1. The Licensee acknowledges and agrees that the Company may upgrade or release a new version of the Application: 
    • at its discretion, provided that such upgrade or new version does not, or is not reasonably expected to, result in the Company not complying with the Service Levels or the Application overall being degraded or materially less efficient to the Licensee; or
    • as is necessary to meet the requirements of any applicable law or regulation. 
  1. The Licensee will not be entitled to receive any Upgrades after the end of the Term.
  2. The Company may, from time to time, develop new features for the Application and may, at its sole discretion, offer these new features to the Licensee for an additional fee. 

Hosting, Back-Up Regime and Data Cleansing 

The Company:

  1. will manage the hosting of the Application and any other associated domains belonging to the Company; and
  2. will use commercially reasonable efforts to back-up Licensee Data,


The Company shall follow the security measures and processes set out below: 

  1. the Application shall be run in an online environment under the Company’s control; 
  2. the Application shall be segmented from other instances of the Application and from third party access;
  3. the Company shall use reasonable precautions and security measures designed to ensure ongoing protection against Viruses and unauthorised access to the servers hosting the Application; and
  4. the Company shall report all unplanned access down time, system failures, threats within or to the cloud environment and actual or attempted breaches of the security of the cloud environment (Negative Operational Events) of the Application to the Licensee in writing as soon as practically possible after becoming aware of these Negative Operational Events.

Third Party Software

  1. The Licensee acknowledges that the Application may link to third party websites or feeds that are connected or relevant to the Application. Any link from the Application does not imply the Company’s endorsement, approval or recommendation of, or responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, the liability of the Company for those websites or feeds is excluded.
  2. Through the use of web services and APIs, the Application and the SaaS Services interoperate with a range of third party service features. The Company does not make any warranty or representation on the availability of those features and the Licensee is not entitled to any refund, discount or other compensation if any third party service feature ceases to be available for any reason.

Licensee Data

The Licensee grants to the Company, and warrants that it has the right to grant to the Company, a limited, non-exclusive, non-transferable, royalty-free and revocable licence to use the Licensee Data for the Term for the purposes of this agreement.

De-identified Licensee Data 

The Licensee grants to the Company a perpetual, non-exclusive, irrevocable, transferable and royalty-free licence to use, reproduce, edit, adapt and exploit the De-identified Licensee Data for:

  1. any purpose in connection with Company’s business (including the purpose of further development of the Application and the Company’s other goods and services, and reporting); and
  2. general (non-Licensee specific) insights and reporting for market-wide, aggregated benchmarks only.

Personal Information

In providing the Application or the SaaS Services, the Company does not collect any Personal Information from Authorised Users.


The Licensee warrants and represents that Licensee Data does not, and the Licensee providing Licensee Data to the Company does not, breach the privacy, confidentiality, or Intellectual Property Rights of any person at any time, or any applicable law or regulation. 

Intellectual Property 

The Company’s Intellectual Property Rights 

  1. All Intellectual Property Rights in or subsisting in all information, materials, products and services developed or provided by the Company in connection with this agreement, including:
    1. the Application, including all Intellectual Property Rights created, discovered or coming into existence as a result of, for the purpose of, or in connection with this agreement (including all Intellectual Property Rights in the Application Output); and 
    2. all creative content, marketing materials, and documentation, but excluding all ownership rights in the Licensee Data, 

(together, the Company IP) shall remain the sole and exclusive intellectual property of the Company or its licensors. 

  1. To the extent, if any, that ownership of the Company IP does not automatically vest in the Company by virtue of this agreement or otherwise, the Licensee hereby transfers and assigns to the Company all rights, title and interest which it may have in and to the Company IP.  

Licensee’s Intellectual Property Rights 

All Intellectual Property Rights in or subsisting in all information and materials provided by the Licensee to the Company in connection with this agreement, including all creative content, marketing materials, documentation, know-how, methodologies, equipment, processes, web publications, trade secrets and customer lists (Licensee IP) shall remain the sole and exclusive intellectual property of the Licensee or its licensors.  


If the Licensee provides the Company with ideas, comments or suggestions relating to the Application or the SaaS Services (together, Feedback):

  1. all Intellectual Property Rights in that feedback, and anything created as a result of Feedback (including new material, enhancements, modifications or derivative works), are owned solely by the Company; and
  2. the Company may use or disclose the Feedback for any purpose.

Warranties and Acknowledgements 

Mutual representations and warranties 

Each party represents and warrants to the other that:

  1. the execution and delivery of this agreement by it and the performance of its obligations will not breach any law to which it is subject, or breach any contract to which it is a party or by which it is bound; and
  2. it either has or will obtain all licences, permits, contracts or agreements which are required for it to perform its obligations under this agreement.

The Company’s warranties

The Company warrants that:

  1. to its knowledge, neither the Application nor the use of the Application by the Licensee as contemplated by this agreement infringes, violates or misappropriates any Intellectual Property Rights of any third party; 
  2. to its knowledge, no further authorisation is required to grant the Licensee the rights granted under this agreement; and 
  3. the SaaS Services will be provided with reasonable due care and diligence.

The Licensee’s warranties

The Licensee warrants and undertakes that:

  1. to its knowledge, neither the Licensee IP nor the use of the Licensee IP in conjunction with the Application as contemplated by this agreement infringes, violates or misappropriates any Intellectual Property Rights of any third party;
  2. it will not, and it will procure that each Authorised User and each other person under the Licensee’s direction or control does not:
    1. use the SaaS Services for any unlawful purpose; 
    2. use the SaaS Services in any way that interrupts, damages, or impairs the Application; 
    3. except to the extent expressly permitted by the Company, reproduce, modify, adapt or create derivative works of the Application; 
    4. reverse engineer, disassemble, decompile, transfer, exchange or translate the Application or otherwise seek to obtain or derive the source code of the Application; 
    5. attempt to undermine the security or integrity of the Application; 
    6. remove or tamper with any disclaimers or other legal notices published on the Application;
    7. combine the whole or any part of the Application with any other software, data or material; and
    8. attempt to view, access or copy any material or data other than that to which the Licensee is authorised to access; and
  3. it will notify the Company immediately if there are any breaches of clause 9.3(b).


The Licensee acknowledges and agrees that: 

  1. the Company may, from time to time, publish or permit the publication of content on the Application which is sponsored or commissioned by a third party (Sponsored Content) without any compensation to the Licensee, and the Licensee must not remove, or attempt to remove, any of the Sponsored Content; 
  2. the Company’s ability to provide the Application and the SaaS Services in accordance with the Service Levels and this agreement is dependent on the Licensee complying with the minimum connection specifications as specified by the Company; 
  3. the Company does not warrant that the Application and the SaaS Services will be uninterrupted, error-free or completely secure; 
  4. it must use own judgement as to the applicability and appropriateness of any information or recommendation set out in the Application Output, and that the Licensee assumes sole responsibility for any risk in interpreting, relying on or acting on any information or recommendation set out in the Application Output; 
  5. the Company does not warrant that the Licensee Data will be completely secure; and 
  6. the Company is not responsible or liable for monitoring or otherwise ensuring the integrity, completeness or accuracy of any of the Licensee Data.

Licensee’s obligations 

No unauthorised access 

The Licensee will use all prudent and reasonable endeavours to prevent any unauthorised access to, or use of, the Application and, in the event of any such unauthorised access or use, immediately notify the Company.

Authorised Users

  1. No individual other than Authorised Users may access or use the Application.
  2. The Licensee may authorise any member of its personnel to be an Authorised User. 
  3. The Licensee must procure each Authorised User’s compliance with this agreement. 
  4. A breach of any term of the agreement by the Licensee’s personnel or in that capacity including, to avoid doubt, an Authorised User, is deemed to be a breach of the agreement by the Licensee.



A party (Recipient) may not disclose, divulge or release any Confidential Information of the other party (Discloser) to any third party without the prior written consent of the Discloser, nor will the Recipient use any Confidential Information of the Discloser for any purpose other than exercising a right or fulfilling an obligation under this agreement.


The Recipient may disclose the Confidential Information of the Discloser to its officers, employees and contractors, solely for the purposes of this agreement. 


The obligations under this clause 11 do not apply in respect of:

  1. information which is generally known to the public other than as a result of a breach of this agreement;
  2. information which that Recipient can prove was legitimately known to it independently of this agreement; or
  3. information of the Discloser which the Recipient is required to disclose where:
    1. the disclosure is required to be made by law; or
    2. the disclosure is made to a professional legal adviser or professional auditor under a duty of confidentiality to the Recipient.

Return or destruction of all Confidential Information

  1. The Recipient must, on the Discloser’s written demand or on the expiration or termination of this agreement, whichever occurs first, return to the Discloser or destroy (at the option of the Discloser) any documents or other media in the Recipient’s possession, power or control containing any of the Discloser’s Confidential Information.
  2. To avoid doubt, clause 11.4(a) does not require the Company to return or destroy any Confidential Information contained in back-up copies of Licensee Data to the extent that the Company is required to retain such Licensee Data.

Suspension of Services

The Company may, upon written notice to the Licensee, suspend the provision of all or part of a SaaS Service, including access to the Application, without liability to the Licensee, if:

  1. the Licensee is in material breach of any other obligation under this agreement; or
  2. the Company is required to do so by law.


Termination for breach

A party (Non-Defaulting Party) may terminate this agreement at any time during the Term by written notice upon the expiration of five Business Days where the other party (Defaulting Party) commits a material breach of this agreement and:

  1. the breach cannot be remedied; or 
  2. where the breach can be remedied, the Defaulting Party fails to remedy the breach within 20 Business Days of being notified in writing of the breach by the Non-Defaulting Party. 

Termination for insolvency 

Subject to sections 415D, 434J and 451E of the Corporations Act, either party may terminate this agreement immediately by written notice if the other party suffers an Insolvency Event.

Effects of termination

Upon termination of this agreement, the Licence is automatically revoked and the Licensee must immediately: 

  1. pay any outstanding invoices issued by the Company; and
  2. remove the Licensee’s and any Authorised User’s access to the Application.

Without prejudice

The rights of termination conferred by the provisions of this clause are without prejudice to any right of action or remedy of a party in respect of any breach of any term of this agreement.


Each party (Indemnifying Party) indemnifies the other party (Indemnified Party) against, and must pay on demand, all Losses suffered or incurred by the Indemnified Party or any of its officers, employees, agents or related bodies corporate arising out of or in connection with:

  1. a wilful, unlawful or negligent act or omission by the Indemnifying Party; 
  2. a breach of law by the Indemnifying Party; 
  3. a breach of clause 9.2(a) or 9.3(a) (as applicable) by the Indemnifying Party; or
  4. a breach of the confidentiality obligations in clause 11.1 by the Indemnifying Party,

except if and to the extent that such Losses were caused by or contributed to by the act or omission of the Indemnified Party or any of its officers, employees, agents or related bodies corporate.


  1. This agreement may be altered only in writing signed by each party. A party may only assign this agreement or a right under this agreement with the prior written consent of each other party.
  2. This agreement may be executed in counterparts.  All executed counterparts constitute one document.  
  3. This agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.
  4. Each party must do, at its own expense, everything reasonably necessary to give full effect to this agreement and the transactions contemplated by it (including executing documents) and to use all reasonable endeavours to cause relevant third parties to do likewise.
  5. If the whole or any part of a provision of this agreement is invalid or unenforceable in a jurisdiction it must, if possible, be read down for the purposes of that jurisdiction so as to be valid and enforceable.  If however, the whole or any part of a provision of this agreement is not capable of being read down, it is severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of this agreement or affecting the validity or enforceability of that provision in any other jurisdiction.
  6. Any indemnity or obligation of confidentiality in this agreement is independent and survives termination of this agreement.  Any other term which by its nature is intended to survive termination of this agreement survives termination of this agreement.
  7. A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy.  A single or partial exercise by a party of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy.  A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
  8. This agreement will be governed by and construed in accordance with the law for the time being in force in New South Wales and the parties, by entering into this agreement, are deemed to have submitted to the non-exclusive jurisdiction of the courts of that State.

Service Levels


  1. The Company will make the SaaS Services available to the Licensee on a 24/7 (twenty-four hours per day/seven days per week) basis, excluding downtime due to any of the following (referred to as Excusable Downtime): 
  1. scheduled network, hardware, software, or service maintenance (maintenance outages will be scheduled 48 hours in advance, and limited to 4 hours or less);
  2. acts or omissions of the Licensee or the Licensee’s employees, agents, contractors or vendors, or anyone gaining access to the Application by means of the Licensee’s account on the Application; 
  3. a failure of the Underlying Systems; 
  4. unplanned material changes in the Underlying Systems; and
  5. unplanned material disruption to the Underlying Systems which requires the Company to migrate the hosting of the Application (limited to a maximum downtime of 20 Business Days).
  6. The Company will use reasonable endeavours to ensure that the Application will be available to the Licensee at least 99% of the time each calendar month, excluding Excusable Downtime. 

Penalties for downtime

  1. If the availability of the Application is less than 99% for any calendar month (excluding Excusable Downtime), the Licensee may within one week of the event that caused the service outage provide the Company with a notice of material breach subject to a 30 day cure period (Cure Period). Any notice of material breach must be sent by email from the Point of Contact to the Key Contact at

If the service availability is less than 99% during the Cure Period (excluding Excusable Downtime), the Licensee may elect to: 

  1. receive 0.5 months of credit against future Licence Fees for any month with less than 99% uptime (excluding Excusable Downtime); or 
  2. terminate this agreement upon providing notice 10 Business Days’ notice within five Business Days after the subsequent breach. 
  3. The Licensee will bear the expense (if any) of the Licensee making a claim for credits in accordance with clause 4 of this Schedule.

To the extent permitted by law, there will be no refunds for any previous Licence Fee payments made by the Licensee. 

Failure to comply

  1. If the Company will be or expects to be unable to provide to the Licensee the SaaS Services in accordance with the relevant Service Levels, the Company will provide the Licensee with details, in writing, of the failure and the steps it will take to prevent or mitigate the occurrence of the failure. 
  2. The Company will not be responsible for any failure to comply with any Service Level if such failure is caused by the Licensee’s failure to comply with its obligations under this agreement, failure or fault in, or defective, hardware, infrastructure, systems, networks, software, or equipment utilised by the Licensee or incorrect operation by the Licensee of the Application or the Licensee’s own access facilities. Nothing in this paragraph affects the Licensee’s statutory rights as a consumer (see clause 15.1).