WriteUp Terms and Conditions
AutoPivot Pty Ltd ABN 39 701 217 745, of 30-32 Anstey Street, Albion, Queensland 4010, Australia
1. Interpretation
1.1 In these Terms, unless the context requires otherwise:
Account means the account created to access and use the Service, whether an Individual Account or a User Account within an Organisation Account.
Administrator means a person designated by an Organisation with authority to manage an Organisation Account, including the creation, modification, suspension and deletion of User Accounts and the configuration of settings applicable to those User Accounts.
Agreement means these Terms together with, where applicable, the Order Form, the Data Processing Addendum, and the Privacy Policy.
AI Output means the Digitised Notes, the Summary, the Extraction Results, and any other content generated by the Service by automated means from Customer Content.
Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth).
Backoff Mechanism means the measure described in clauses 7.10 and 7.11 by which the rate of processing is managed.
Confidential Information has the meaning given in clause 14.2.
Customer Content means any material submitted to, uploaded to, captured through, or transmitted to the Service by you or on your behalf, including images of Repair Orders, associated metadata, and any material sent to an Intake Email Address.
Data Processing Addendum means the addendum governing the handling of Personal Information, executed with an Order Form.
Digitised Notes means the machine generated transcription of handwritten or printed technician notes appearing on a Repair Order.
Excerpt means the original file submitted as Customer Content, or a portion of it, retained under clause 12.4 where the Account is configured for that purpose.
Extraction Results means the set of data fields derived from a Repair Order by the Service, together with the processing metadata associated with those fields, including the positional coordinates at which information was located within the source document.
Fees means the amounts payable for a Subscription, being the amounts notified at the point of purchase for an Individual Subscription and the amounts stated in the Order Form for an Organisation Subscription.
Individual Subscriber means a natural person who subscribes to the Service in their own name through the self-service registration process.
Individual Subscription means a Subscription acquired through the self-service registration process.
Intake Email Address means an email address allocated to your Account for the purpose of receiving Customer Content by electronic mail.
Merchant of Record or MoR means the third party engaged by us to act as the seller of record for Subscriptions sold through the self-service registration process, as identified at the point of purchase or in the Order Form.
Mobile Application means the WriteUp application made available for installation on a mobile device.
Order Form means a document executed by us and an Organisation that identifies the Organisation Subscription acquired, the Fees, the Subscription Term, the applicable rate limits, and any other agreed terms.
Organisation means a dealership, dealership group, or other entity that has acquired an Organisation Subscription.
Organisation Account means an Account provisioned to an Organisation under an Order Form, under which User Accounts are administered.
Organisation Subscription means a Subscription acquired under an Order Form.
Personal Information has the meaning given in the Privacy Act 1988 (Cth), and where the law of another jurisdiction applies to particular information, includes personal data or personal information as defined under that law.
Processing Record means the record described in clause 12.6.
Repair Order means a document recording work requested, authorised, or performed on a vehicle, together with any attachment to that document.
Retention Period means the period determined under clause 12.3.
Service means the WriteUp service, comprising the web application, the Mobile Applications, the email intake facility, associated interfaces, and the documentation we make available.
Subscription means a right to access and use the Service for a Subscription Term.
Subscription Term means the period for which a Subscription has been acquired, and each renewal of that period.
Summary means the non-technical description of work performed generated by the Service and intended for communication to a vehicle owner.
We, us and our means AutoPivot Pty Ltd.
You and your means the person or entity that has accepted these Terms, and where the Service is used by personnel of an Organisation, means the Organisation and each of its authorised users.
1.2 Headings are for convenience and do not affect interpretation. The singular includes the plural. A reference to a statute includes any subordinate instrument made under it and any statutory modification or re-enactment of it. A reference to a person includes a body corporate, partnership, and unincorporated association. The words "including" and "for example" are not words of limitation. Where a period is expressed in days, it means calendar days unless stated otherwise. All references to time are to Australian Eastern Standard Time or Australian Eastern Daylight Time as applicable.
2. Agreement to these Terms, and order of precedence
2.1 These Terms form a binding agreement between you and us. By creating an Account, by accessing or using the Service, by submitting Customer Content, or by paying Fees, you accept these Terms.
2.2 Individual Subscriptions are acquired through the self-service registration process. Organisation Subscriptions are acquired only by execution of an Order Form. No Organisation Subscription arises through the self-service registration process, and registration by an employee of an Organisation does not create an Organisation Subscription or bind the Organisation.
2.3 If you accept these Terms or execute an Order Form on behalf of an Organisation, you warrant that you have authority to bind that Organisation, and references to "you" are references to both you and that Organisation.
2.4 Where an Organisation Subscription is in place, the documents comprising the Agreement rank in the following order of precedence to the extent of any inconsistency: first, the Data Processing Addendum, but only in respect of the handling of Personal Information; second, the Order Form; third, these Terms; and fourth, the Privacy Policy.
2.5 An Order Form varies these Terms only to the extent that it does so expressly and identifies the clause varied. A term of an Order Form does not vary clause 9, clause 22, or clause 23 unless the Order Form states in terms that it does so.
2.6 If you do not accept these Terms, you must not access or use the Service.
2.7 These Terms apply to the supply of the Service. Where a Subscription is acquired through the self-service registration process, the purchase transaction is governed separately by clause 7 and by the terms of the Merchant of Record.
3. Eligibility
3.1 You must be at least 18 years of age and have legal capacity to enter into a binding contract.
3.2 You must not access or use the Service if you are located in, ordinarily resident in, or acting on behalf of a person in a country or territory subject to comprehensive sanctions administered by the Australian Government under the Autonomous Sanctions Act 2011 (Cth) or the Charter of the United Nations Act 1945 (Cth), or if you are a person designated under those instruments or under sanctions administered by the United States, the United Kingdom, or the European Union.
3.3 We may decline to provide the Service to any person at our discretion, subject to the Racial Discrimination Act 1975 (Cth), the Sex Discrimination Act 1984 (Cth), the Disability Discrimination Act 1992 (Cth), the Age Discrimination Act 2004 (Cth), and equivalent State and Territory legislation.
4. Accounts and security
4.1 You must provide accurate and complete information when creating an Account and must keep that information current.
4.2 You are responsible for all activity conducted through your Account, including activity conducted by a person to whom you have given access, whether or not authorised. You must keep authentication credentials secure and must not share them.
4.3 You must notify us without delay upon becoming aware of any unauthorised access to your Account or any compromise of credentials. Contact details for that purpose are in clause 30.
4.4 We may require the use of multi-factor authentication and may impose reasonable security requirements from time to time.
4.5 An Account is personal to the user to whom it is issued. You must not permit an Account to be used concurrently by more than one individual, and you must not create an Account by automated means.
5. Organisation Accounts and Individual Subscribers
5.1 Where an Organisation Subscription is in place, the Organisation is our customer. Each User Account provisioned under the Organisation Account is subject to these Terms, to the Order Form, and to any additional policies imposed by the Organisation.
5.2 An Administrator may access, monitor, modify, export, restrict and delete Customer Content and AI Output associated with User Accounts under the Organisation Account, may control the settings and permissions applicable to those User Accounts, and may suspend or terminate those User Accounts. Users of an Organisation Account acknowledge this and consent to it.
5.3 We do not transfer an Individual Account into an Organisation Account. An Individual Subscription continues on its own terms irrespective of any Order Form executed by an Organisation, the content held under it remains separate, and the obligations of the Individual Subscriber under this Agreement are unaffected.
5.4 Where a person other than the account holder asserts a right to Customer Content held under an Individual Account, including an employer asserting a right in respect of material created in the course of employment, we deal only with the account holder. We will not disclose, transfer, or delete Customer Content on the instruction of a third party in the absence of a court order, a statutory notice, or other valid legal process. We may notify the account holder of any such assertion, and may suspend the Account under clause 19 where necessary to preserve material that is the subject of legal process.
5.5 If you are an Individual Subscriber and you submit a Repair Order arising from the business of your employer or of any other person, you warrant that you are authorised by that person to do so, that the submission is consistent with that person's own obligations in respect of Personal Information, and that you are permitted to disclose the document to us for processing under this Agreement. Clause 21 applies to a breach of this warranty.
5.6 The Organisation is responsible for the conduct of its personnel in connection with the Service and for ensuring that its personnel comply with these Terms.
5.7 Insights, analytics, customisation and organisation management features are available only under an Organisation Subscription and only to the extent stated in the Order Form.
6. The Service
6.1 The Service permits Customer Content to be submitted by upload through the web application, by capture through a Mobile Application, or by transmission to an Intake Email Address. The Service applies optical character recognition and artificial intelligence models to that Customer Content in order to produce Extraction Results, Digitised Notes and a Summary.
6.2 The Service is provided on a subscription basis. Access is contingent on payment of Fees and continued compliance with these Terms.
6.3 We may modify, add to, or discontinue features of the Service. Where a modification materially reduces the functionality of the Service, we will give you not less than 30 days written notice, and you may terminate your Subscription under clause 20.4. In respect of an Organisation Subscription, we will not during a Subscription Term reduce the functionality described in the Order Form without the Organisation's agreement.
6.4 Material transmitted to an Intake Email Address is treated as Customer Content submitted by you. Electronic mail is not a secure medium. You are responsible for determining whether transmission of a particular Repair Order by electronic mail is appropriate having regard to its contents. We do not guarantee the delivery, timeliness, or integrity of material sent to an Intake Email Address, and we may impose limits on message size, attachment format, and volume.
6.5 You must not disclose an Intake Email Address to any person other than your personnel and, where applicable, systems operated by or for you. You are responsible for material received at an Intake Email Address, including material sent by a third party to whom the address has become known.
6.6 We may make features available on a trial, beta, preview, or evaluation basis. Those features are supplied as is, may be withdrawn at any time, and are excluded from clause 18. To the extent permitted by law, we accept no liability arising from their use.
7. Fees, the Merchant of Record, taxes, and processing capacity
7.1 Individual Subscriptions are sold through a Merchant of Record. An Organisation Subscription is sold directly by us where the Organisation is resident in Australia. An Organisation Subscription is otherwise sold through the Merchant of Record identified in the Order Form.
7.2 Where a Subscription is sold through a Merchant of Record, that Merchant of Record is the seller of record for the transaction, is the party with whom you contract for the purchase, and is responsible for processing payment, for the collection and remittance of applicable taxes, and for the handling of refunds and chargebacks. Your purchase is subject to the terms of that Merchant of Record in addition to these Terms. Those terms govern the purchase transaction only. We remain responsible for the supply of the Service itself, which is governed by this Agreement, and to the extent that the terms of a Merchant of Record purport to govern the supply of the Service, this Agreement prevails as between you and us. Nothing in this clause limits any right you have against us in respect of the Service under the Australian Consumer Law or other applicable law.
7.3 Where a Subscription is sold directly by us, Fees are payable in accordance with the payment terms stated in the Order Form. Those terms govern the currency of invoice, the period for payment, the consequences of late payment, and the manner in which a disputed amount is to be notified and dealt with. Where the Order Form does not state a payment term, payment is due within 30 days of the date of our tax invoice. Fees are exclusive of goods and services tax, which we will add at the applicable rate and show on the tax invoice.
7.4 Subscriptions are offered for a fixed term. Fees are payable in advance for each Subscription Term. An Individual Subscription renews automatically at the end of each Subscription Term at the then current Fee, and payment is taken by the Merchant of Record on renewal, unless automatic renewal has been cancelled under clause 7.5 or the plan states that the Subscription lapses at the end of the term. The renewal of an Organisation Subscription is governed by the Order Form.
7.5 Where an Individual Subscription renews automatically, you may cancel automatic renewal at any time through the account settings in the Service or through the Merchant of Record. Cancellation takes effect at the end of the current Subscription Term and access continues until then.
7.6 Fees are stated exclusive of goods and services tax, value added tax, sales tax and equivalent imposts unless stated otherwise at the point of purchase or in the Order Form.
7.7 We may vary the Fees applicable to an Individual Subscription. A variation takes effect at the start of the next Subscription Term following not less than 30 days written notice. If you do not accept a variation, you may cancel before it takes effect. The Fees for an Organisation Subscription are varied only in accordance with the Order Form.
7.8 Refunds in respect of an Individual Subscription are governed by the refund policy of the Merchant of Record and by any non-excludable right you have under applicable consumer law. Refunds in respect of an Organisation Subscription are governed by the Order Form.
7.9 If payment is not received when due, we may suspend access under clause 19 until payment is made.
7.10 Processing capacity, Individual Subscriptions. The rate at which Customer Content is processed is managed by a Backoff Mechanism. Under an Individual Subscription we will accept for processing not fewer than 15 Repair Orders in any 270 minute period. That period is a rolling one, measured backwards from the time of each submission. Capacity above that minimum is not guaranteed and depends on prevailing load. The minimum stated in this clause may be reduced only by a variation made under clause 26.
7.11 Processing capacity, Organisation Subscriptions. Capacity under an Organisation Subscription is pooled across all User Accounts under the Organisation Account, and the applicable rate limits are stated in the Order Form. No User Account has an individual guaranteed minimum, and consumption of capacity by one User Account reduces the capacity available to other User Accounts under the same Organisation Account. The minimum in clause 7.10 does not apply to a User Account under an Organisation Account.
7.12 Where the Backoff Mechanism operates, Customer Content submitted in excess of available capacity is declined. Declined Customer Content is not processed and is not retained, and must be submitted again. We will notify the Account from which the submission was made, and where the submission was made to an Intake Email Address we will also notify the address from which it was sent. Under an Individual Subscription, no Customer Content is declined until the minimum in clause 7.10 has been met within the applicable period. A declined submission creates no Extraction Results, no Excerpt and no Processing Record.
7.13 A free trial is available once for each customer and provides access to a limited set of features. The features available during a trial are those described at the point of registration. For the purposes of this clause a customer is identified by reference to the registering individual, the electronic mail address used to register, and the payment instrument presented, whether alone or in combination. We may refuse or cancel a trial where we reasonably believe this clause has been circumvented. A trial does not convert automatically into a paid Subscription, and the minimum in clause 7.10 does not apply during a trial.
8. Customer Content, model training, and licence
8.1 As between you and us, you retain all right, title and interest in Customer Content. We claim no ownership of it.
8.2 You grant us a non-exclusive, worldwide, royalty free licence to host, store, reproduce, transmit, adapt and process Customer Content, and to disclose it to our subprocessors, for the purposes of providing, maintaining and securing the Service, of complying with law, and of exercising or defending legal rights. The licence continues for so long as the Customer Content is retained under clause 12 and terminates when it is deleted, except to the extent retention is required by law or by clause 12.9, and subject to clauses 12.6 and 12.7.
8.3 As between you and us, you own the AI Output generated from your Customer Content. To the extent any right in AI Output vests in us, we assign it to you on generation, subject to your compliance with these Terms and to our retained rights in the Service and in the models, methods and software used to produce it. AI Output generated for one customer may be similar to AI Output generated for another, and nothing in this clause confers exclusivity in respect of output that is not substantially derived from your Customer Content.
8.4 You warrant that you have all rights, consents, authorisations and lawful bases necessary to submit Customer Content to the Service and to permit the processing described in these Terms, including in respect of Personal Information of vehicle owners, technicians and other individuals appearing in a Repair Order.
8.5 You must not submit to the Service:
(a) payment card numbers, card verification values, or other cardholder data;
(b) government identity document numbers, other than a vehicle identification number or registration number, unless the submission is unavoidable in the ordinary course and you have determined it to be lawful;
(c) health information or other sensitive information within the meaning of the Privacy Act 1988 (Cth), except to the extent it is incidental to the Repair Order and its submission is lawful;
(d) material that infringes the rights of a third party or that is unlawful; or
(e) material containing malicious code.
8.6 We may, but are not obliged to, screen, review, or refuse to process Customer Content. Where we become aware that Customer Content contravenes clause 8.5, we may remove it and, if the contravention is serious or repeated, suspend the Account under clause 19.
8.7 Corrections and accuracy within your Account. Where you edit AI Output, we use that edit to produce the corrected result and to improve the accuracy of processing carried out for your Account. That use forms part of the supply of the Service to you and does not require separate authorisation.
8.8 Training of models used for other customers. We will not use Customer Content, AI Output, or your edits to train, fine tune, or evaluate a model made available to customers other than you, unless the material has first been de-identified so that no individual, and no Organisation, is reasonably identifiable, and the risk of re-identification is low having regard to the nature of the material and the means reasonably likely to be used.
8.9 An Individual Subscriber may withdraw material from the use described in clause 8.8 through the account settings in the Service. In respect of an Organisation Account, the use described in clause 8.8 is not undertaken unless the Order Form or the Data Processing Addendum authorises it.
8.10 We do not permit a subprocessor to use Customer Content or AI Output to train or improve its own models or services.
8.11 We do not use an Excerpt, or any other image of a Repair Order, for the purposes described in clause 8.8.
8.12 Nothing in clauses 8.7 to 8.11 permits a use that would contravene the Data Processing Addendum, and to the extent of any inconsistency the Data Processing Addendum prevails.
9. Nature of AI Output and your obligation to review
9.1 The Service produces AI Output by automated means. AI Output is an interpretation of a source document. It is not a certified transcription and it is not a verified account of work performed.
9.2 AI Output may contain errors, omissions, mistranscriptions, and statements not supported by the source document. Handwriting quality, image quality, abbreviations, trade terminology, and document layout all affect accuracy. We do not warrant that AI Output is accurate, complete, or fit for any particular purpose, and no representation as to accuracy rate is made unless expressly stated in writing by us.
9.3 You must review AI Output before it is relied upon, communicated to a vehicle owner, entered into a dealer management system, or used for any other purpose. Review must be undertaken by a person competent to assess the source document.
9.4 AI Output does not replace the Repair Order. You remain responsible for creating and retaining the records required by law, by a manufacturer warranty programme, by an insurer, by a franchise agreement, or by any regulator. You must not use AI Output as the record of repair for a warranty claim, an insurance claim, a statutory record keeping obligation, or a legal proceeding.
9.5 The Service does not provide technical, diagnostic, safety, legal, financial or professional advice. AI Output must not be used to determine the roadworthiness or safety of a vehicle, or to decide whether a vehicle should be released to a customer.
9.6 You are responsible for the content of any communication you make to a vehicle owner or any other person, whether or not that communication is derived from AI Output. Publication of a Summary by you is your act.
9.7 This clause is a material term. Fees have been set on the basis of the allocation of risk it records.
10. Permitted use and restrictions
10.1 Subject to these Terms and to payment of Fees, we grant you a non-exclusive, non-transferable, revocable right to access and use the Service during the Subscription Term for your internal business purposes.
10.2 You must not, and must not permit any person to:
(a) copy, modify, adapt, translate, decompile, disassemble, or reverse engineer any part of the Service, except to the extent that restriction is prohibited by section 47D of the Copyright Act 1968 (Cth) or by other applicable law;
(b) resell, sublicense, rent, lease, or otherwise make the Service available to a third party, or use the Service to operate a service bureau on behalf of persons who are not authorised users;
(c) access the Service by automated means other than through an interface we have made available for that purpose, or circumvent the Backoff Mechanism, a rate limit, a trial restriction, or an access control;
(d) hold an Individual Subscription for the purpose of providing the Service to an Organisation, or share the output of an Individual Subscription across the personnel of an Organisation, in either case in substitution for an Organisation Subscription;
(e) use the Service or AI Output to develop, train, or improve a machine learning model or a product that competes with the Service, or to benchmark the Service for publication without our prior written consent;
(f) submit Customer Content that does not relate to a genuine Repair Order arising in your business or, in the case of an Individual Subscriber, in the business in which you are engaged;
(g) interfere with the integrity, security, or performance of the Service, or attempt to obtain unauthorised access to it or to data belonging to another customer;
(h) remove or obscure a proprietary notice;
(i) submit Customer Content on behalf of a person who has not authorised its submission; or
(j) use the Service in contravention of any law, including privacy law, consumer law, and the law governing motor vehicle repair in the jurisdiction in which you operate.
10.3 The restrictions in clause 10.2 may be varied only in accordance with clause 26 or, in respect of an Organisation Subscription, by the Order Form.
11. Third party providers and processing location
11.1 The Service is delivered using third party infrastructure and third party artificial intelligence and optical character recognition providers. Customer Content is disclosed to those providers to the extent necessary to provide the Service.
11.2 We remain responsible to you for the performance of our obligations under these Terms notwithstanding the engagement of a provider, and we remain accountable under Australian Privacy Principle 8 in respect of Personal Information disclosed to a recipient outside Australia.
11.3 We engage the following subprocessors:
| Subprocessor | Purpose | Region of processing |
|---|---|---|
| DigitalOcean | Application hosting and database | Australia |
| Google Cloud Platform | Generative artificial intelligence model | Australia and the United States of America |
| OpenAI | Generative artificial intelligence model | Australia |
| Maileroo | Electronic mail infrastructure | Europe |
11.4 Except where the Order Form provides otherwise, we determine which of the models referred to in clause 11.3 is used to process Customer Content, and the region in which that processing occurs, and we may change either at any time. That discretion is confined to the subprocessors and regions listed in clause 11.3. The addition of a subprocessor, or of a region, is a variation of these Terms and is made in accordance with clause 26.
11.5 Customer Content is accordingly disclosed to recipients outside Australia in two respects. Processing by a generative artificial intelligence model may occur in the United States of America. Material sent to an Intake Email Address is received into a queue held by electronic mail infrastructure operated in Europe, where the message and any attachment remain until the Service retrieves them, after which we delete them from that infrastructure. Hosting and storage of Customer Content otherwise occurs in Australia.
11.6 Under an Organisation Subscription we may agree to confine the processing and storage of Customer Content to a nominated jurisdiction. That arrangement applies only where it is recorded in the Order Form or otherwise confirmed by us in writing, and may require the Organisation to forgo the use of an Intake Email Address or of a particular model, and displaces the discretion in clause 11.4 to the extent stated. No statement made in the course of a sales discussion, in marketing material, or by any person other than in the Order Form or a written confirmation given under this clause constitutes a commitment as to processing location.
11.7 The Service may interoperate with third party systems at your direction. We are not responsible for a third party system, and your use of it is governed by your agreement with its provider.
12. Retention, backup and deletion
12.1 This clause describes the whole of what we retain in connection with a Repair Order and the period for which we retain it. Three things are retained, on different bases and for different periods, being the content described in clauses 12.2 to 12.5, the Processing Record described in clause 12.6, and the Usage Ledger described in clause 12.7. Material sent to an Intake Email Address is additionally held in transit before it reaches the Service, as described in clause 11.5. This clause should be read with the Privacy Policy.
12.2 For each Repair Order processed we retain the Extraction Results.
12.3 The Retention Period for Extraction Results is the period configured for the Account. The period may be configured under any paid Subscription and may be set at up to 30 days. Where no period has been configured, and during a free trial, the Retention Period is 10 days. An Administrator may set or override the Retention Period applicable to a User Account under an Organisation Account. A change to the configured period applies to material already held as well as to material submitted after the change. Where the period is reduced, Extraction Results and Excerpts that have by then been held for longer than the reduced period are deleted promptly after the change takes effect, and that deletion cannot be reversed. Where the period is increased, the increase applies only to material still held when the change takes effect, and does not restore material that has already been deleted. A change to the Retention Period does not affect the Processing Record, which is retained under clause 12.6.
12.4 Where the Account is configured for that purpose, we also retain an Excerpt, being the original file or a portion of it, for the Retention Period.
12.5 On expiry of the Retention Period, Extraction Results and Excerpts are deleted from the Service. We do not archive them and, except as provided in clause 12.6, we do not retain them or any part of them.
12.6 We retain a Processing Record in respect of each Repair Order submitted to the Service. The Processing Record comprises an identifier generated by us, the Account from which the submission was made, the date and time of submission, the outcome of processing, and the repair order number as it appeared on the document. The Processing Record does not include the vehicle identification number, the vehicle registration number, the name of any individual, any Extraction Result, or any Excerpt. We use the Processing Record only for the substantiation of Fees and usage, for the handling of support enquiries, and for the enforcement of this Agreement, including clause 7.13, clause 10.2 and clause 19.1. We retain the Processing Record:
(a) in respect of an Individual Subscription, for 180 days from the date of submission; and
(b) in respect of an Organisation Subscription, until 90 days after the end of the Subscription Term during which the Repair Order was submitted, or, where the Organisation Subscription is terminated before the end of that Subscription Term, until 90 days after termination.
The period applicable to an Organisation Subscription is stated in the Order Form. On expiry of the applicable period the Processing Record is deleted. The Processing Record is not deleted on expiry of the Retention Period, and is not deleted on termination of an Account before the applicable period has run.
12.7 We maintain a ledger recording the extractions consumed under each Account (the Usage Ledger). The Usage Ledger records, for each extraction, an identifier generated by us, the Account under which it was consumed, and the time of consumption. It does not record the repair order number appearing on the document, the content of a Repair Order, any Extraction Result, or any Excerpt. We use the Usage Ledger to account for consumption against the entitlement of an Account, to substantiate Fees, and for our own financial and operational audit. We retain the Usage Ledger for seven years from the end of the financial year in which the extraction was consumed.
12.8 Deleted material may persist in backup media maintained by our infrastructure provider until it is overwritten in the ordinary backup cycle. Backup media are not accessible in the ordinary course of operating the Service, and are not used for any purpose other than restoration of the Service following failure or data loss. Where a restoration causes material to be reinstated that had previously been deleted, we will delete it again promptly. The backup cycle applied by our infrastructure provider is presently not longer than 14 days. That period is set by the provider and not by us, and we will update this clause and the Privacy Policy if the provider changes it.
12.9 We may retain material beyond the periods described in this clause to the extent necessary to comply with a legal obligation, to respond to a lawful request, or to establish, exercise or defend a legal claim. Material so retained is isolated and is not used for any other purpose.
12.10 The maximum period for which the content of a Repair Order is held is therefore the Retention Period, being up to 30 days where configured and 10 days where not, followed by the backup cycle described in clause 12.8. The Processing Record described in clause 12.6 is held separately, for 180 days under an Individual Subscription and for the period stated in the Order Form under an Organisation Subscription, and does not contain the content of the document. The Usage Ledger described in clause 12.7 is held separately again and contains no part of the document. This position, including the Processing Record and the Usage Ledger, what each comprises, and the purposes for which each is used, is to be stated wherever the retention of Repair Order material is described to customers or prospective customers, including in plan descriptions, in the Privacy Policy, in the Order Form, and in the retention setting within the Service.
12.11 You are responsible for exporting or otherwise preserving any AI Output you wish to retain. The Service is not a record keeping system and must not be treated as your system of record.
12.12 Deletion of an Account results in the deletion of associated Customer Content and AI Output in accordance with clause 20.6, subject to clause 12.6.
13. Privacy and data protection
13.1 We handle Personal Information in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles, and our Privacy Policy, which forms part of this Agreement.
13.2 A Repair Order will ordinarily contain Personal Information about individuals other than you, including the vehicle owner and the technician. In respect of that Personal Information, you are the entity that determines the purposes and means of its handling, and we handle it on your behalf and on your instructions in order to provide the Service.
13.3 You warrant that you have given the notices and obtained the consents or established the other lawful bases required for the collection of that Personal Information and for its disclosure to us, for its processing by automated means including by artificial intelligence, and for its disclosure to our subprocessors, including any disclosure outside the jurisdiction in which it was collected.
13.4 We will notify you without undue delay upon becoming aware of an eligible data breach affecting your Customer Content, and will provide the information reasonably required for you to comply with your obligations under Part IIIC of the Privacy Act 1988 (Cth) or an equivalent obligation in another jurisdiction. Each party is responsible for its own notification obligations.
13.5 A Data Processing Addendum is executed with each Order Form. Where executed, it forms part of this Agreement and prevails over these Terms to the extent of any inconsistency in respect of the handling of Personal Information.
13.6 Where you are subject to a legislative or regulatory regime imposing requirements on your suppliers additional to those in this Agreement, including as a government entity or a health service provider, you must identify that regime to us before an Order Form is executed. We are not obliged to accept an additional requirement, and a requirement not recorded in the Order Form does not bind us.
14. Confidentiality
14.1 Each party must keep confidential the Confidential Information of the other party, must use it only for the purposes of this Agreement, and must not disclose it except to its personnel and professional advisers who need to know it and who are bound by obligations of confidence.
14.2 Confidential Information means information disclosed by or on behalf of a party that is identified as confidential or that would reasonably be understood to be confidential, and includes Customer Content and the terms of an Order Form. It does not include information that is or becomes public otherwise than by breach of this clause, that was known to the recipient free of any obligation of confidence before disclosure, or that is independently developed by the recipient.
14.3 A party may disclose Confidential Information where required by law or by the rules of a securities exchange, and must, where lawful and practicable, give the other party notice before doing so.
14.4 This clause survives termination.
15. Intellectual property
15.1 We, and our licensors, own all intellectual property rights in the Service, including the software, the models, the interfaces, the documentation, and the trade marks used in connection with it. Nothing in this Agreement transfers any of those rights to you.
15.2 We may use aggregated and de-identified data derived from use of the Service for the purposes of operating, securing, analysing and improving the Service and for the production of statistics and industry insights, provided that the data does not identify you, an Organisation, or any individual, and cannot reasonably be re-identified.
15.3 You grant us a perpetual, irrevocable, royalty free licence to use any feedback, suggestion, or idea you provide in relation to the Service, without obligation of any kind to you. This clause does not apply to an edit made to AI Output, which is dealt with under clauses 8.7 to 8.9.
15.4 You must not use our trade marks without our prior written consent.
15.5 We will not use your name, trade marks or logo in marketing material without your prior written consent, which may be given in the Order Form.
16. Availability and support
16.1 We do not offer a service level agreement and give no commitment as to uptime. We will use reasonable endeavours to make the Service available, but the Service is provided on the basis that interruption may occur. Availability is affected by scheduled maintenance, emergency maintenance, third party provider outage, and factors beyond our control.
16.2 Clause 16.1 does not limit the operation of clause 22. Where the Australian Consumer Law or another law confers a non-excludable guarantee as to the supply of services with due care and skill, that guarantee applies notwithstanding the absence of a service level agreement.
16.3 The operation of the Backoff Mechanism in accordance with clauses 7.10 and 7.11 is not an interruption to the Service and is not a failure of availability.
16.4 We will use reasonable endeavours to give advance notice of scheduled maintenance likely to cause material disruption.
16.5 Support is provided by the channels and within the hours published in the Service, or as stated in the Order Form.
17. Your obligations
17.1 You must provide and maintain the equipment, software and connectivity required to access the Service, and bear the cost of doing so.
17.2 You must ensure that Customer Content is captured at a quality sufficient for processing, and you acknowledge that image quality materially affects the quality of AI Output.
17.3 You must comply with the law applicable to your business, including the law governing motor vehicle repair, consumer disclosure, invoicing, and record keeping in your jurisdiction. We give no assurance that use of the Service will satisfy any such obligation.
18. Warranties
18.1 We warrant that we will provide the Service with due care and skill, and that we have the right to grant the rights granted in this Agreement.
18.2 Except as expressly stated in this Agreement and subject to clause 22, and to the extent permitted by law, we exclude all conditions, warranties, guarantees, representations and terms implied by statute, general law or custom, including any as to merchantability, fitness for a particular purpose, accuracy, and non-infringement.
18.3 We do not warrant that the Service will be uninterrupted or error free, that defects will be corrected, that the Service will meet your requirements, or that AI Output will be accurate or complete.
19. Suspension
19.1 We may suspend your access to the Service, in whole or in part, where:
(a) Fees are overdue;
(b) we reasonably suspect a breach of clause 8.5 or clause 10;
(c) suspension is necessary to protect the security or integrity of the Service or the data of another customer;
(d) we reasonably suspect fraudulent or unlawful activity;
(e) suspension is necessary to preserve material that is the subject of legal process under clause 5.4; or
(f) suspension is required by law or by a direction of a regulator or a court.
19.2 Where practicable we will give notice before suspending, and will limit the suspension in scope and duration to what is reasonably necessary. Suspension does not relieve you of the obligation to pay Fees for the Subscription Term, except where the suspension is not attributable to your act or omission.
19.3 The operation of the Backoff Mechanism is not a suspension for the purposes of this clause.
20. Term and termination
20.1 This Agreement commences when you first accept it and continues until terminated. An Organisation Subscription continues for the Subscription Term stated in the Order Form.
20.2 You may terminate an Individual Subscription at any time by cancelling it and ceasing to use the Service. Termination takes effect at the end of the current Subscription Term. Fees already paid are not refundable except as required by law or under the refund policy applicable under clause 7.8. Termination of an Organisation Subscription is governed by the Order Form and by this clause.
20.3 We may terminate this Agreement immediately by notice if you commit a material breach that is not capable of remedy, or a material breach that you fail to remedy within 14 days of notice, or if you become insolvent, or if you are subject to an event analogous to insolvency in your jurisdiction.
20.4 We may terminate an Individual Subscription, or discontinue the Service, on 30 days notice. If we do so other than for your breach, we will refund the portion of Fees paid for the unexpired part of the Subscription Term. We may terminate an Organisation Subscription for convenience only as provided in the Order Form.
20.5 On termination, your right to access the Service ends. Clauses 8.1, 8.3, 9, 12.5 to 12.12, 14, 15, 22, 23, 24, 28 and 29 survive, together with any other clause that by its nature is intended to survive.
20.6 On termination we will make available for export such Customer Content and AI Output as remains within its Retention Period. Because the Retention Period is 10 days where it has not been configured, material submitted before termination may already have been deleted, and there is no separate post-termination retention window. You should export material you wish to retain before terminating. The Processing Record is retained after termination in accordance with clause 12.6. Where an Account is terminated for breach of clause 8.5 or clause 10, we may remove affected material from access immediately.
21. Indemnity
21.1 You indemnify us against any loss, liability, cost and expense, including reasonable legal costs, arising out of or in connection with:
(a) Customer Content, including a claim that it infringes a third party right or that its submission to the Service contravened a law or a duty owed to a third party;
(b) your breach of clause 5.5, clause 8.4, clause 8.5, clause 10, or clause 13.3;
(c) any communication you make to a vehicle owner or other person that is derived from AI Output;
(d) a claim by a third party, including an employer of an Individual Subscriber, asserting a right in respect of Customer Content held under your Account; or
(e) your use of the Service in contravention of law.
21.2 The indemnity in clause 21.1 does not apply to the extent the loss is caused by our breach of this Agreement or our negligence.
21.3 We will give you notice of a claim to which the indemnity applies, will not settle it without your consent, which must not be unreasonably withheld, and will permit you to assume conduct of the defence provided you do so diligently and at your cost.
21.4 Where the Order Form so provides, we indemnify the Organisation against a claim that its use of the Service in accordance with this Agreement infringes the intellectual property rights of a third party, on the terms and subject to the limits stated in the Order Form. No such indemnity is given except where the Order Form provides for it.
22. Australian Consumer Law
22.1 Nothing in this Agreement excludes, restricts or modifies a right, guarantee or remedy conferred by the Australian Consumer Law or by any other law where to do so would be unlawful.
22.2 Where we fail to comply with a guarantee conferred by Subdivision B of Division 1 of Part 3-2 of the Australian Consumer Law in relation to the supply of the Service, and the Service is not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability for that failure is limited, at our option, to supplying the Service again or to paying the cost of having the Service supplied again. This clause does not apply where it would not be fair or reasonable for us to rely on it.
22.3 Where the law of another jurisdiction confers a non-excludable right on you, this Agreement is read subject to that right.
23. Limitation of liability
23.1 Subject to clause 22 and to clause 23.3, and to the extent permitted by law:
(a) neither party is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, loss or corruption of data, or any indirect or consequential loss, however arising; and
(b) our aggregate liability arising out of or in connection with this Agreement, however arising, whether in contract, in tort including negligence, under statute or otherwise, is limited to the greater of the total Fees paid by you for the Service in the three months preceding the first event giving rise to the liability and one hundred Australian dollars, or, where a different amount is stated in the Order Form, that amount.
23.2 Clause 23.1(b) applies to the whole of our liability other than liability to which clause 22.2 or clause 23.3 applies.
23.3 The exclusions and limitations in clause 23.1 do not apply to your obligation to pay Fees, to your obligations under clause 21, to either party's liability for fraud, for wilful misconduct, or for death or personal injury caused by negligence, or to any liability that cannot lawfully be excluded or limited, including liability for misleading or deceptive conduct under section 18 of the Australian Consumer Law.
23.4 Each party must take reasonable steps to mitigate its loss.
23.5 Our liability is reduced to the extent the loss is caused by your act or omission, including a failure to review AI Output as required by clause 9.3.
23.6 A claim must be brought within 12 months of the date on which the claimant became aware, or ought reasonably to have become aware, of the circumstances giving rise to it. This clause does not apply where a longer period is conferred by a law that cannot be excluded.
24. Mobile Applications
24.1 Use of a Mobile Application is subject to these Terms and to the terms of the application store from which it is obtained.
24.2 Where a Mobile Application is obtained from the Apple App Store, the following applies. The licence granted is limited to use on an Apple branded device that you own or control, as permitted by the App Store terms. This Agreement is between you and us only, and not with Apple. We, and not Apple, are responsible for the Mobile Application and its content. Apple has no obligation to provide maintenance or support. In the event of a failure to conform to a warranty, you may notify Apple, and Apple may refund the purchase price of the Mobile Application, if any, and to the maximum extent permitted by law Apple has no other warranty obligation. We, and not Apple, are responsible for addressing a claim relating to the Mobile Application, including a product liability claim, a claim that it fails to conform to a legal requirement, and a claim arising under consumer protection or privacy legislation. We, and not Apple, are responsible for the investigation, defence, settlement and discharge of a third party claim that the Mobile Application infringes intellectual property rights. You represent that you are not located in a country subject to a United States Government embargo or designated as a terrorist supporting country, and that you are not listed on a United States Government list of prohibited or restricted parties. Apple and its subsidiaries are third party beneficiaries of this clause and may enforce it against you.
24.3 Where a Mobile Application is obtained from Google Play, use is additionally subject to the Google Play Terms of Service, and Google is not a party to this Agreement and has no responsibility for the Mobile Application.
24.4 A Mobile Application may require access to the camera, to storage, and to notifications on your device. Access is used for the purposes described in the Privacy Policy.
25. Notices
25.1 Notice to you may be given by email to the address associated with your Account, or by a notice displayed within the Service. Notice to an Organisation may also be given to the address stated in the Order Form. Notice by email is taken to be received at the time of transmission unless the sender receives an indication of non-delivery.
25.2 Notice to us must be given to us at 30-32 Anstey Street, Albion, Queensland 4010, Australia, or to [email protected].
25.3 You must keep the email address associated with your Account current, and you consent to receiving notices, disclosures and other communications relating to the Service by electronic means.
26. Variation
26.1 We may vary these Terms. We will publish the varied Terms and will give not less than 30 days notice of a variation that materially affects your rights or obligations.
26.2 A variation takes effect at the end of the notice period. If you do not accept a variation, you may terminate under clause 20.2 before it takes effect. Continued use of the Service after a variation takes effect constitutes acceptance of it.
26.3 A variation required to comply with law, or necessary to address a security risk, may take effect immediately on notice.
26.4 The Order Form is varied only by a document executed by both parties. During a Subscription Term, a variation of these Terms does not vary a term recorded in the Order Form.
27. Force majeure
27.1 Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including a natural disaster, an act of government, an armed conflict, a labour dispute affecting a third party, a failure of a telecommunications or utility network, and a failure of a third party provider that could not reasonably have been avoided. This clause does not apply to an obligation to pay money.
27.2 If the event continues for more than 30 days, either party may terminate this Agreement by notice.
28. Dispute resolution
28.1 A party must not commence proceedings in respect of a dispute arising out of this Agreement, other than proceedings seeking urgent interlocutory relief, unless it has first given the other party notice of the dispute and the parties have attempted in good faith to resolve it within 20 business days of that notice.
29. General
29.1 This Agreement is governed by the law of Queensland, Australia, and each party submits to the non-exclusive jurisdiction of the courts of that State and of the courts competent to hear appeals from them. Where you are a consumer resident in a jurisdiction whose law confers a right to bring proceedings in local courts or to the benefit of local mandatory consumer law, this clause does not deprive you of that right.
29.2 The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
29.3 You must not assign or novate this Agreement without our prior written consent. We may assign or novate this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets, on notice to you.
29.4 If a provision of this Agreement is void, voidable, or unenforceable, it is severed to the extent necessary and the remainder continues in force.
29.5 A failure or delay in exercising a right does not operate as a waiver of it, and a single or partial exercise does not preclude a further exercise.
29.6 This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior representations and agreements, except that nothing in this clause limits liability for fraudulent misrepresentation.
29.7 Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.
29.8 Except as stated in clause 24.2, a person who is not a party to this Agreement has no right to enforce it.
29.9 Where these Terms are translated, the English version prevails in the event of inconsistency, to the extent permitted by law.
30. Contact
AutoPivot Pty Ltd ABN 39 701 217 745 30-32 Anstey Street, Albion, Queensland 4010, Australia [email protected]