Terms of Service

Introduction

  1. The Track to Change software application and related services (collectively the Software) are made available to you by Clear Horizon Consulting Pty Ltd (ACN 115 522 051) (Clear Horizon) subject to these terms of service and the Clear Horizon privacy policy (collectively the Terms).
  2. Any reference in these Terms to “you” or “your” or "Customer” means any person accessing, viewing or using the Software.
  3. More information about the Software may be found at tracktochange.com.
  4. By accessing, using or uploading or downloading any information or materials to or from the Software, or by indicating your assent to these Terms by registering an account, you are agreeing to the these Terms.
  5. If you do not agree to these Terms, please do not register to use the Software.
  6. We may alter these Terms at any time. The most current copy of these Terms will be available at any time on our website.

  1. Definitions

    1. Charges means the sums to be paid for the licence to use and access the Software under the terms of these Terms together with any other charges for any additional services that may be agreed between you and Clear Horizon.
    2. User Data means all data you make available to Clear Horizon or maintained through use of the Software, the Website or arising from Clear Horizon’s provision of services to you.
    3. Documentation means operating or user manuals and associated materials provided by Clear Horizon in respect of the Software.
    4. Intellectual Property Rights means any patent, trade mark or design, whether registered or not, and also includes copyright, know-how, confidential information and all or any other intellectual or industrial property rights.
    5. Software means Clear Horizon’s proprietary software known by its trade mark ‘Track to Change’, as updated by any subsequent release.
    6. Website means the website from which Clear Horizon makes the Software available.

  2. Access

    1. Clear Horizon grants you a non-exclusive, non-transferable licence to access, use and navigate the Software subject to you complying with these Terms.
    2. Clear Horizon reserves its right to investigate and take appropriate legal action for any illegal and/or unauthorised use of the Software or breach of these Terms.
    3. Your right to access and use the Software commences on the date that Clear Horizon first gives you access to the Software and will continue until terminated in accordance with these Terms.
    4. To use the Software, you acknowledge and agree that you may need to provide Clear Horizon with information that could personally identify you. You acknowledge and agree that all information collected will be dealt with in accordance with our privacy policy.

  3. Your obligations

    1. You must not:
      1. circumvent or disable the Software;
      2. copy, adapt or modify the Software except as expressly permitted by these Terms;
      3. decompile or reverse engineer the Software;
      4. develop any product that would compete with the Software;
      5. copy any Documentation, except for your own back-up purposes;
      6. undermine the security and integrity of Clear Horizon systems;
      7. impair the functionality of the Software or any other user’s ability to use the Software; and
      8. attempt to change, add to, remove, deface, hack or otherwise interfere with the Software or Website or any material or content displayed on the Software or Website.
    2. You will:
      1. use the Software at your own risk;
      2. be responsible for your internet connection, device configuration and implementation of the Software;
      3. be responsible for determining that the Software meets your needs;
      4. provide Clear Horizon with information and access so that Clear Horizon can provide the Software and any requested services associated with the Software; and
      5. keep confidential the login details assigned to you.

  4. Track to Change Software

    1. Clear Horizon will use reasonable commercial endeavours to make the Software available 24 hours a day with the exception of clause 5.2.
    2. You agree that Clear Horizon may conduct maintenance of the Software at any time and that this maintenance may interrupt your access to the Software.

  5. Charges for the Software

    1. Your subscription for the Software is for a 12 month period and your subscription fee is payable in advance. You authorise Clear Horizon to charge your payment method (e.g. your credit card) annually on a recurring basis for further 12 month terms without an invoice. This authorisation continues until such time as you cancel your subscription.
    2. Clear Horizon does not guarantee that your subscription plan will be offered indefinitely. We reserve the right to change the prices, features, or options included in a particular subscription without notice, provided that such change will not take effect until your next applicable subscription period.
    3. All money unpaid to Clear Horizon will be immediately payable, without set-off or deduction. Subscription fees are not refundable.
    4. Clear Horizon reserves the right to suspend or terminate access to the Software until payment is made.
    5. All fees and amounts due under this agreement are, unless otherwise stated, exclusive of all taxes. You must pay tax levied under a New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST) on a taxable supply made to it under this agreement, in addition to any consideration (excluding GST) that is payable for that taxable supply. It must do so at the same time and in the same way as it is required to pay the consideration for the taxable supply.

  6. Intellectual Property Rights and Client Data

    1. All material displayed on the Software or Website, including but not limited to all information, photographs, graphics, illustrations, artwork, names, logos, trade marks, documentation, and design features (Clear Horizon Intellectual Property), must not be used for any purpose, commercial or otherwise, without our express prior written consent.
    2. You agree not to copy, imitate, reproduce, reverse engineer, sell, reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate the Software or any Clear Horizon Intellectual Property for any purpose, commercial or otherwise, to any third party in whole or in part without Clear Horizon’s express prior written consent.
    3. You acknowledge that if you do copy, imitate, reproduce, reverse engineer, retransmit, distribute, disseminate, sell, publish, broadcaster circulate any Clear Horizon Intellectual Property, we will suffer loss and damage and you agree to indemnify us for any such loss and damage.
    4. Except as expressly stated in these Terms, Clear Horizon does not grant any licence or right in or assign all or part of the rights of the Clear Horizon Intellectual Property to you.
    5. You own all Intellectual Property Rights in the User Data, but Clear Horizon may:
      1. use the User Data to perform its obligations under these Terms; and
      2. aggregate the User Data for benchmarking and statistical purposes on an anonymous basis.

  7. Liability

    1. The Software is provided on an "As-Is" basis without warranty of any kind. Clear Horizon does not warrant that the functions in the Software will meet your requirements or that the operation of the Software will be uninterrupted or error-free. The risk as to the quality and performance of the Software is with you.
    2. You agree that your use of the Software and the Website are at your own risk and you accept and agree that you will not seek to hold Clear Horizon accountable for any loss or damage, loss of profits, or any consequential, special, indirect or incidental loss or damages, however caused, that you or any third party may suffer as a result of your use of the Software and/or the Website, and that you will indemnify Clear
    3. Horizon for any such loss and damage we suffer as a result of claims brought against us by any party as a result of your use of the Software and/or the Website.
    4. It is understood and agreed that the Software and Clear Horizon’s associated services may include advice and recommendations, but subject to these Terms and any rights you may have at law, all decisions in connection with the implementation of such advice and recommendations will be the responsibility of, and made by, you.
    5. All representations or warranties (statutory, express, or implied) except any that may not be lawfully excluded, are expressly excluded.
    6. Nothing in these Terms purports to modify or exclude the conditions, warranties, guarantees and undertakings, and other legal rights, under the Australian Consumer Law and other laws which cannot be modified or excluded.
    7. To the fullest extent of the law, you agree to indemnify Clear Horizon from and against any and all liabilities, costs, demands, causes of action, damages and expenses (including legal fees) arising out of, or in anyway related to, your breach of any of the provisions of these Terms and/or your use of the Software, the Website or any associated services received from Clear Horizon.

  8. Termination

    1. Clear Horizon reserves its right to suspend or terminate your access to the Software or Website at its sole discretion where Clear Horizon holds a reasonable apprehension that you have or may have breached these Terms. If Clear Horizon suspects you are or may be in breach of these Terms, we will endeavour to notify you of that breach and ways in which you can remedy it.
    2. Clauses 6, 7, and 8 will survive termination.

  9. Miscellaneous

    1. Clear Horizon is permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification or consent to you. You may not assign, transfer or sub-license any of your rights and/or obligations under these Terms without Clear Horizon’s prior written consent. A change in the legal or beneficial ownership or control of your entity will be deemed to be an assignment.
    2. Clear Horizon may amend these Terms (including the Charges) on posting the new terms on the Website. Your continued use of the Software will constitute acceptance of the amended Terms.
    3. If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity will not render these Terms unenforceable or invalid as a whole, and such provisions will be deleted without affecting the remaining provisions.
    4. These Terms take effect, are governed by and will be construed in accordance with the laws of the State of Victoria. You submit to the exclusive jurisdiction of the Courts of the State of Victoria.
Last updated 6 December, 2022.