KONEKTA SYSTEMS PTY LTD

ACN 648 434 548
Enterprise / Business Terms & Conditions

These Terms & Conditions (“Terms”) form a legally binding agreement between Konekta Systems Pty Ltd (“Konekta”, “we”, “us”) and the customer entity identified in the applicable order, proposal or subscription (“Customer”, “you”).

These Terms govern the Customer’s access to and use of the Konekta software, platform, APIs, integrations, and related services (collectively, the “Services”).

By executing an order form, subscribing to the Services, or accessing or using the Services, the Customer agrees to these Terms.

1. Definitions

Subscription means the paid right to access and use the Services.
Subscription Term means the period stated in the applicable order or, if none, monthly auto-renewing.
Customer Data means all data, content or information uploaded or transmitted by the Customer or its users through the Services.
Order means any order form, proposal, statement of work or online subscription accepted by Konekta.

2. Provision of Services

Konekta will provide the Services during the Subscription Term in accordance with:

• these Terms; and
  
• the features and limits of the applicable Subscription plan.
  

We may update or improve the Services from time to time provided such changes do not materially reduce core functionality.

3. Licence

Subject to payment of all fees and compliance with these Terms, Konekta grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services for its internal business operations only.

Except as expressly permitted, the Customer must not:

• copy, modify or create derivative works of the Services
  
• reverse engineer or attempt to extract source code
  
• resell, sublicense, or provide the Services to third parties (except authorised users)
  
• circumvent security or usage limits
  
• use the Services unlawfully or to infringe third-party rights
  

All intellectual property rights in the Services remain owned by Konekta or its licensors.

4. Accounts and Users

The Customer:

• is responsible for all users under its account
  
• must ensure users comply with these Terms
  
• must maintain the confidentiality of login credentials
  
• is liable for all activity conducted through its account
  

5. Fees and Payment

5.1 Fees

Customer must pay the fees specified in the applicable Order.

5.2 Invoicing

Unless otherwise agreed:

• fees are invoiced in advance
  
• payment is due within 14 days
  
• all amounts are exclusive of GST and taxes
  

5.3 Late payment

Overdue amounts may incur:

• interest at 1.5% per month (or the maximum permitted by law), and/or
  
• suspension of Services
  

5.4 Suspension

Konekta may suspend access where fees remain unpaid after notice. Suspension does not relieve payment obligations.

Fees are non-refundable except as required by law or expressly agreed.

6. Customer Data

6.1 Ownership

Customer retains ownership of all Customer Data.

6.2 Licence to Konekta

Customer grants Konekta a limited licence to host, process, transmit and back up Customer Data solely to provide the Services.

6.3 Responsibility

Customer is responsible for:

• accuracy and legality of its data
  
• obtaining all required permissions and consents
  
• maintaining backups
  

6.4 No liability for data loss

Except to the extent caused by Konekta’s breach of these Terms, Konekta is not liable for loss or corruption of Customer Data.

7. Confidentiality

Each party must keep confidential any non-public information disclosed by the other party and use it only for the purposes of performing under these Terms.

This obligation survives termination.

8. Third-Party Services

The Services may integrate with third-party systems or applications.

Konekta is not responsible for:

• third-party services
  
• their availability or performance
  
• any loss caused by them
  

Use of third-party services is subject to their terms.

9. Support and Service Levels

Konekta will provide support in accordance with the Customer’s Subscription plan or any agreed service level schedule.

Any additional services may require a separate statement of work and fees.

10. Warranties

10.1 Mutual warranties

Each party warrants it has authority to enter this agreement.

10.2 Services warranty

Konekta warrants the Services will be provided with due care and skill.

10.3 Disclaimer

Except as expressly stated, the Services are provided “as is” and Konekta excludes all other warranties, including fitness for purpose, uninterrupted availability or error-free operation, to the maximum extent permitted by law.

11. Liability

11.1 Excluded losses

To the maximum extent permitted by law, neither party is liable for:

• indirect or consequential loss
  
• loss of profits or revenue
  
• loss of data
  
• business interruption
  

11.2 Liability cap

Each party’s total liability arising under these Terms is capped at the fees paid by the Customer in the 12 months preceding the claim.

11.3 Indemnity

Customer indemnifies Konekta for claims arising from:

• Customer Data
  
• breach of these Terms
  
• unlawful or negligent use of the Services
  
• infringement of third-party rights caused by Customer materials
  

12. Term and Termination

12.1 Term

These Terms apply for the Subscription Term and automatically renew unless either party gives at least 30 days’ written notice before renewal.

12.2 Termination for breach

Either party may terminate for material breach not remedied within 14 days of notice.

12.3 Effect of termination

Upon termination:

• access to Services ceases
  
• licences end
  
• outstanding fees become immediately due
  
• Customer may export its data within a reasonable period
  

13. Compliance with Law

Both parties must comply with applicable laws, including privacy and data protection laws.

Nothing in these Terms excludes rights that cannot be excluded under the Australian Consumer Law.

14. General

• No assignment without written consent
  
• Force majeure applies
  
• If a clause is invalid, the remainder continues
  
• These Terms prevail over purchase orders or conflicting terms
  
• Governed by the laws of Queensland, Australia
  
• Exclusive jurisdiction of Queensland courts