ChangeTech

Terms & Conditions of Use

Welcome to ChangeGPS Pty Ltd. Please read these terms of service (these “Terms”) carefully as they form a contract between you and the ChangeGPS Pty Ltd entity (“ChangeGPS Pty Ltd”, “ChangeGPS”, “ChangeTech”, “Change”, “Merge”, “Blueprint”, “We”, “Us”, “Our”). By Registering or using any of the Services you agree to be bound by these Terms. If you are using these Services on behalf of an organisation, you are agreeing to these Terms for that organisation and promising to ChangeGPS Pty Ltd that you have the authority to bind that organisation to these Terms (in which event, “you” and ”your” will refer to that organisation) unless that organisation has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Service. You may use the Services only in compliance with these Terms and only you have the power to form a contract with ChangeGPS Pty Ltd and are not barred under any applicable laws from doing so. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE THE SERVICES

1. Use of the Service

ChangeGPS Pty Ltd grants you the right to access and use the Service via the Software with the user roles according to your subscription type. This right is non-exclusive and non-transferable and limited by these Terms.

2. Payment Obligations

You must be authorised to use the Credit Card that you enter when you create a billing account. You authorise us to charge you for the Services using your credit card and for any paid feature of the service that you choose to sign up for or us while these Terms are in force. We may bill: (a) in advance; (B) at the time of purchase; (C) shortly after purchase; or (d) on a recurring basis for subscription Services. Also, we may charge you up to the amount you’ve approved, and we’ll notify you in advance of the difference for recurring subscription Services. We may bill you simultaneously for more than one of your billing periods. We may automatically renew your Service and charge you for any renewal term. All paid accounts are due the date the invoice is posted. Except as specifically set forth in this section, all Services are prepaid for the period selected (monthly, yearly or otherwise) and are non-refundable. This includes accounts that are renewed. There are no refunds or credits for partial months of service, upgrade/ downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made. For any increase or decrease in active engagements, you will be notified and your credit card will automatically be charged the new rate on your next billing cycle. Prices of all Services, including but not limited to monthly fees to the Service, are subject to change upon 30 days’ notice from ChangeGPS, given by email or posted to the Website. All transactions are processed in Australian dollars.

2.1 Trials

Where a product trial is in effect:

If you have been extended a no obligation paid trial, payment will be taken for each recurring billing cycle within the trial period agreed upon, with no obligation to continue at the conclusion of the trial period. Any wish not to continue must be given in writing 3 days before the end of the trial period is due. Your 6 month lock-in period commences from the day you subscribe to a plan, unless otherwise agreed i nwriting between both parties, and excludes Blueprint.

If we are not notified of your intention not to continue beyond the trial period, the Service will continue for the duration of the 6 month lock-in period, and then automatically renew each month until you cancel, or change your Service plan. During this time you authorize us to charge your credit card for the Service and no credits or refunds will be available, unless agreed otherwise in writing between both parties.

2.2 Subscription Period

All subscriptions unless noted otherwise commence with a 6 month lock-in period, then automatically renews each month unless you cancel, upgrade or downgrade the Service. A cancel or change in level of subscription requires at least three (3) business days prior to the renewal date, to avoid incurring charges. You will be billed monthly on or about the same day each month until such time that you cancel. Any change in the level of your subscription will be reflected on your next monthly bill and payment amount due.

For the avoidance of doubt, please note, an upgrade of the Service will trigger a new 6 month lock-in period. From the commencement of a lock-in period, you are eligible to downgrade your Service after a 6 month period.

2.3 Additional Users

All subscriptions, unless noted otherwise, come with 15 user limit before additional fees are charged, per user, per month, in accordance with the level of Service subscribed to at the time. Payment of the additional user fees are added to your next monthly billing cycle, and continue to be taken until such a time as the additional user is removed from your account, thereby reducing your user count. We collect and charge per month according the number of users you have in the account at that time. The per user charges are noted on your Billing Dashboard, and are subject to change with written notice by ChangeGPS.

3. Acceptable Use

You agree that each login issued may only be used and access by the said 1 (one) person – you can add additional users at any time. You will ensure that all usernames and passwords required to access the Service are kept secure and confidential. ChangeGPS Pty Ltd are to be notified of any unauthorised use of your passwords or any other breach of security. ChangeGPS Pty Ltd reserves the right to access any or all of your account data in order to respond to your request for technical support along with monitoring the terms of this engagement. If we deem any breach in these terms your service can be suspended without warning until the breach has been resolved. You must note use the Service to harm others or the Service. For example; you must not use the Service to harm, threaten, or harass another personal, organisation, or ChangeGPS Pty Ltd and/or to build a similar service or website. You must note: damage, disable, overburden, or impair the Service; resell or redistribute the Service or any part of it; use any unauthorised means to modify, reroute, or gain access to the Service or attempt to carry out these activities; or use any automated process or Service (such as a bot, a spider, or periodic caching of information stored by ChangeGPS Pty Ltd) to access or use the Service.

3.1 Content – Information not to be Re-Sold or Re-Published

You agree that you will not re-sell or re-publish any of the material provided to your by ChangeGPS Pty Ltd in any form to a third party. You agree that no right of ownership across ChangeGPS Pty Ltd, or the source code of the ChangeGPS Pty Ltd service or any part thereof is transferred to the Member by entering into this agreement. You are responsible for all content posted and activity that occurs under your account even when content is posted by others who have accounts under your account.

3.2 Privacy and no Disclosure of Information without Consent

You agree not to disclose any confidential information to any third party, except as required by law, legal process or governmental order, and shall abide by the provisions of Privacy Act 1988 (Cth) in relation to use of ChangeGPS Pty Ltd.

4. Confidentiality and Privacy

4.1 Information Collected

We collect a variety of information to enable us to provide our Services, Market our services, improve our service and enhance our users’ experience of our services.

4.2 Use of Information

We may use the information (which may include personal information) we collect about you for a variety of purposes, including to:

  • Provide, operate, maintain and improve the ChangeGPS Pty Ltd Services;
  • Enable you to access and use the ChangeGPS Pty Ltd Services, including uploading, downloading, collaborating on and sharing Content.
  • Send you technical notices, updates, security alerts and support and administrative messages;
  • Provide and deliver the services and features you request, process and complete transactions, and send you related information, including purchase confirmations and invoices;
  • Respond to your comments, questions, and requests and provide customer service and support;
  • Communicate with you, where you have agreed or where the law permits, for marketing purposes, including to periodically inform you about services, features, surveys, newsletters, offers, promotions, contests and events, and provide other news or information about ChangeGPS Pty Ltd and our select partners; We will only share your personal information with anyone else for marketing purposes and/or send you promotional materials where this is in accordance with your marketing preferences.
  • Process and deliver contest or sweepstakes entries and rewards;
  • Monitor and analyze trends, usage, and activities in connection with the Change Tech Services and for marketing or advertising purposes;
  • Investigate and prevent fraudulent transactions, unauthorised access to the Change Tech Services, and other illegal activities;
  • Personalise and improve the ChangeGPS Pty Ltd Services, and provide content, features, and/or advertisements that match your interests and preferences or otherwise customise your experience on the ChangeGPS Pty Ltd Services;
  • Link or combine with other information we receive from third parties to help understand your needs and provide you with better service;
  • Enable you to communicate, collaborate, and share files with users you designate; and
  • For other purposes about which we notify you.

4.3 Where We Store Your Information

ChangeGPS Pty Ltd is based in Australia, but we or Third Party providers may store and process personal information and content overseas. By Agreeing to these terms you acknowledge and agree that your information maybe stored or processed overseas.

4.4 Sharing and Disclosure of Information

We will not share personal information about you or any content with any third parties except as described within these terms.

  • Vendors, Consultants, Third Party Applications and Other Service Providers: We may share your information with third-party vendors, consultants and other service providers who are working on our behalf and require access to your information to carry out that work.
  • Compliance with Laws: We may disclose your information to a third party if (a) we believe that disclosure is reasonably necessary to comply with any applicable law, regulation, legal process or governmental request, (b) to enforce our agreements, policies and Terms of Service, (c) to protect the security or integrity of ChangeGPS Pty Ltd Services, (d) to protect ChangeGPS Pty Ltd, our customers or the public from harm or illegal activities, or (e) to respond to an emergency which we believe in the good faith requires us to disclose information to assist in preventing the death or serious bodily injury of any person.
  • Business Transfers: We may disclose your personal information to third parties:
    • In the event that we sell, merge with or buy all or a substantial portion of any business or assets, in which case we may disclose your personal information to the prospective seller, merger partner or buyer of such business or assets; or
    • If ChangeGPS Pty Ltd Pty Ltd and/or our other group companies (including our ultimate parent Change Accountants & Advisors.) or substantially all of their assets are acquired by a third party, in which case personal information held by it about its customers will be one of the transferred assets.
    • Aggregated or Anonymised Data: We may also share aggregated or anonymised information with third parties that does not directly identify you.
    • Our Group: We may disclose your personal information to any member of our group, which means any company which controls, is controlled by or is under common control with Change Accountants & Advisors Pty Ltd and Change GPS Pty Ltd.

5. Security

While no service is completely secure, ChangeGPS Pty Ltd takes reasonable measures to help protect information about you from loss, theft, misuse and unauthorised access, disclosure, alteration and destruction. For example, we encrypt your Content when it is stored in our data centers. In addition, sensitive information such as credit card number and password that we request from you on ChangeGPS Pty Ltd Services is protected with encryption, such as Secured Socket Layer (SSL) protocol, during transmission over the Internet.

The servers on which personal information is stored are kept in a controlled environment with limited access. While reasonable efforts to guard personal information we knowingly collect directly from you, no security system is impenetrable and due to the inherent nature of the Internet as an open global communications vehicle, we cannot guarantee that information, during transmission through the Internet or while stored on our systems or otherwise in our care, will be absolutely safe from intrusion by others, such as hackers. In addition, we cannot guarantee that any passively-collected personal information you choose to include in documents you store on our systems are maintained at levels of protection to meet specific needs or obligations you may have relating to that information.

You may access your account information and our service only through the use of an individual user ID and password. To protect the confidentiality of personal information, you must keep your password confidential and not disclose it to any other person. Please advise us immediately if you believe your password has been misused. In addition, always logout and close your browser when you finish your session. Please note that we will never ask you to disclose your password in an unsolicited phone call or email.

6. Account Information & Retention

You may update, correct or delete information that we control about you at any time by logging into your online account and modifying your information or by emailing us at support@changegps.com.au. We will retain your personal information for the period necessary to fulfil the purposes outlined in this Privacy Policy. If you wish to deactivate your account, please email us at support@changegps.com.au, but note that we may retain certain information as required by law or for legitimate business purposes. We may also retain cached or archived copies of information about you for a certain period of time. We will respond to your access request within 30 days. To request removal of your personal information from our blog or testimonials, contact us at the email address listed above. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why.

We will retain your information for as long as your account is active or as needed to provide you services. We will retain and use your information to comply with our legal obligations, resolve disputes and enforce our agreements.

7. Intellectual Property

All Intellectual Property Rights in the Service, Website, Documentation, Design, Text, Software, Technical Drawings, Configurations, Graphics, Other files relating to the Service, remain the property of ChangeGPS Pty Ltd (or its licensors).

8. Data

We don’t claim ownership of any content that is transmitted, stored, or processed in your account(s). We also don’t control, verify, or endorse the content that you and others make available from the Service. All Intellectual Property Rights in, the Data remain Your property. However, your access to the Data is contingent on full payment of the ChangeGPS Pty Ltd Subscription Fee. You must maintain copies of all Data inputted into the Service. ChangeGPS Pty Ltd adheres to its best practice policies and procedures to prevent data loss, but does not make any guarantees that there will be no loss of Data. ChangeGPS Pty Ltd expressly excludes liability for any loss of Data no matter how caused.

9. Trademarks

ChangeGPS, the ChangeGPS Logo, ChangeTech & the ChangeTech logo are including without limitation, either trademarks of ChangeGPS Pty Ltd, and may not be copied, imitated, or used, in whole or in part, without ChangeGPS’ written permission or that our suppliers or licensors. Other products and company names may be traded or service marks of their respective owners.

10. Warranties And Guarantees

10.1 No Warranties

ChangeGPS Pty Ltd provides the service "as is", "with all faults" and "as available". To the maximum extent permitted by applicable law, ChangeGPS Pty Ltd makes no (and specifically disclaims all) representations or warranties of any kind, whether express, implied, statutory or otherwise, including, without limitation, any warranty that the service will be uninterrupted, error-free or free of harmful components, that the content will be secure or not otherwise lost or damaged, or any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, or non-infringement, and any warranty arising out of any course of performance, course of dealing or usage of trade. Some jurisdictions do not allow the foregoing exclusions. In such an event such exclusion will not apply solely to the extent prohibited by applicable law.

10.2 Consumer guarantees

You warrant and represent that You are acquiring the right to access and use the Service and agreeing to these Terms for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Service, the website or these Terms.

11. Limitation Of Liability

To the fullest extent permitted by law, in no event will ChangeGPS Pty Ltd, its affiliates, officers, employees, agents, suppliers or licensors be liable for (a): any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, goodwill, use or content) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, negligence or otherwise, even if ChangeGPS Pty Ltd has been advised as to the possibility of such damages. To the maximum extent permitted by applicable law, the aggregate liability of ChangeGPS Pty Ltd and its affiliates, officers, employees, agents, suppliers or licensors, relating to the services will be limited to the greater of an amount equal to three months of your service fee for the service or five dollars ($5.00). The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose.

12. Indemnification

To the extent permitted by law, You will defend ChangeGPS Pty Ltd against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content provided by you, or your use of the Service, in breach of these Terms: (a) infringes a registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of ChangeGPS Pty Ltd’s actions); or (b) violates applicable law or these Terms. ChangeGPS Pty Ltd will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.

13. Cancellation & Termination

13.1 Trial policy

We are not required to offer a Trial for any intellectual property or product of ChangeGPS Pty Ltd, however we may decide to offer a trial period for certain products at our discretion. These trials are limited to a period of 7 days unless otherwise stipulated within the platform, on our public website - changegps.com.au, electronic mail, telephone or via any other reasonable method of communications, or written agreement between both parties. When You sign up for a trial service you can evaluate this ChangeGPS Pty Ltd product with no obligation to continue. If You choose to continue using this ChangeGPS Pty Ltd product/s, You will be billed from the day You provide your billing details. If You choose not to continue, You may terminate these Terms by sending an email to support@changegps.com.au.

13.2 Cancellation

You are responsible for properly cancelling your account. The account owner (as defined in the sign-up procedure) or any user with administrator permissions can cancel the account at any time though the billing dashboard or by sending an email to support@changegps.com.au. Your branding and user information will be stored to facilitate a future reactivation, should you choose to permanently remove data from our database please email to support@changegps.com.au. If you cancel service with ChangeGPS Pty Ltd, your Service ends at the end of your current Service period or payment period. If you fail to cancel in accordance with these Terms, we will automatically renew the Service at the current price and for the same subscription period and will charge your credit card on file with us commencing on the first day of the renewal of the subscription period.

13.3 Prepaid Subscriptions

There will be no refund for any remaining prepaid period for a prepaid Subscription Fee.

13.4 File Deletion

You agree that at such time that you decide to cancel your membership with ChangeGPS Pty Ltd, that all downloaded and stored information, documents and other ChangeGPS Pty Ltd material be permanently removed from your firm server and all portable devices, hard drives and cloud storage system by the end of your billing period and provide written acknowledgment to this effect. However, we do permit you to keep on your document management system workpapers, checklists, letters and reports that you have used for your clients whilst being a subscriber of ChangeGPS Pty Ltd and that form part of your client’s tax records and workpapers.

14 Breach

If You: breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied; breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.3 or any payment more than 30 days overdue); or the paying subscriber goes into liquidation or has a receiver or manager appointed of any of its assets or becomes insolvent, or makes any arrangement with its creditors, or becomes subject to any similar insolvency event in any jurisdiction, ChangeGPS Pty Ltd may take any or all of the following actions, at its entire discretion: Terminate these Terms and your use of the Service and the Website; Suspend for any definite or indefinite period of time, your use of the Service and the Website.

15. Communication Conditions

By registering with ChangeGPS Pty Ltd, you understand that we may send you communications or data regarding the Services, including by not limited to: (A) notices about your use of the Services, including any notices covering violations of use; (b) updates; and (c) Promotional information and materials regarding products and services, via electronic mail or telephone. We give you the opportunity to unsubscribe to receiving promotional electronic mail from us by following the opt-out instructions provided in the message.

15. Miscellaneous

15.1 Entire Agreement

These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in effect. This is the entire contract between you and us regarding the Service. It supersedes any prior contract or oral or written statements regarding your use of the Service.

15.2 No Assignment

We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at anytime without notice. You may not assign or transfer any rights to any other person without ChangeGPS Pty Ltd prior written consent.

15.3 Governing law and jurisdiction

These terms shall be governed by the laws of Australia. You hereby expressly agree to submit to the exclusive jurisdiction of the courts of Australia for the purpose of resolving any dispute relating to your access to or use of the Service.

15.4 Severability

If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

15.5 Waiver

The failure of either party to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect.

15.6 Rights of Third Parties

A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

15.7 Delivery Policy

As delivery of our Software as a Service is via an internet powered web browser, it is instantaneous. There is no cost associated with delivery of the Software as a Service as it’s only consumed by internet powered browser.

Licences

The MIT License (MIT)

Copyright (c) 2014 gskinner.com, inc.

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

Copyright (c) 2014 bjouhier, inc.

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

Copyright (c) 2010-2016 James Hall

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

Copyright (c) 2016 The jQuery Foundation.

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.