1. This agreement
These terms are an agreement between you and [LEGAL ENTITY NAME] (ABN [ABN]) of [REGISTERED ADDRESS] ("we", "us", "our"), and govern your use of CoBuild, our plan annotation, collaboration and sign-off product, and the website at getcobuild.app (together, the "Service").
By creating an account, opening a share link, or using the Service in any other way, you agree to these terms. If you are agreeing on behalf of a business, you confirm you are authorised to bind it, and "you" means that business.
2. Definitions
- Customer: the account holder, and the business whose workspace it is.
- Recipient: a person who opens a share link to view, comment on, quote or sign off a plan, whether or not they hold an account.
- Your Content: everything you put into the Service, including plans, annotations, notes, comments, quotes, contacts and documents.
- Sign-off: the electronic approval of a plan through the Service, together with the audit trail recorded with it.
3. Accounts and workspaces
- You must give accurate account information and keep it current.
- You are responsible for your account credentials and for everything done under your account. Tell us immediately at hello@getcobuild.app if you suspect unauthorised access. We strongly recommend enabling two-factor authentication.
- A workspace may have owners, admins and collaborators. Each role carries different access. The workspace owner is responsible for who they invite and for what those people do in the workspace.
- You must be at least 16 years old, and have legal capacity to enter this agreement.
4. Recipients of a share link
A Recipient does not need an account. By opening a share link and using the Service, a Recipient agrees to these terms to the extent they apply to that use, including sections 6, 8, 13 and 14.
A Recipient's relationship about the underlying building work is with the Customer who sent the link, not with us. We are not a party to that arrangement, we do not verify the accuracy of any plan, and we do not take part in any dispute about it.
5. Plans, trials and billing
- The Service is offered on free and paid plans. What each includes, and its price, is shown on our pricing page and may change on notice.
- Trials run for the stated period. If you do not select a paid plan before it ends, the account moves to the free plan and paid features stop.
- Paid subscriptions are billed in advance for the period chosen, and renew automatically until cancelled. Prices are in Australian dollars and include GST where it applies, unless stated otherwise.
- You can cancel at any time from Settings. Cancellation takes effect at the end of the current billing period, and you keep access until then. Except where the law requires it, fees already paid are not refundable.
- If a payment fails we may suspend paid features after giving you notice and a reasonable opportunity to fix it.
6. Acceptable use
You must not:
- use the Service to break the law, or to infringe anyone's rights;
- upload content you do not have the right to upload, or that is unlawful, misleading or harmful;
- upload malware, or attempt to gain access to accounts, workspaces or data that are not yours;
- probe, scan, overload or interfere with the Service or its infrastructure, other than good-faith security research reported to us privately;
- copy, resell or provide the Service to a third party as your own, or use it to build a competing product;
- reverse engineer the Service, except to the extent the law says you may despite this clause; or
- sign, or purport to sign, a document you are not authorised to sign, or impersonate anyone.
7. Your content
- You own Your Content. Nothing here transfers ownership of it to us.
- You grant us a non-exclusive, worldwide licence to host, copy, transmit, display and adapt Your Content, only to the extent needed to operate, secure, back up and support the Service for you and the people you share with. That licence ends when the content is deleted, subject to backups made in the ordinary course and to section 16.
- You are responsible for having the rights and permissions needed to upload Your Content and to share it with the people you send it to, including where it contains someone else's personal information.
- We do not monitor Your Content, but we may remove content, and suspend access, where we reasonably believe it breaches section 6 or the law.
- We keep backups, but you should keep your own copies of anything you cannot afford to lose. You can export your plans and documents at any time.
8. Electronic signatures and sign-off
The Service lets a Recipient approve plans by electronic signature, and records an audit trail with the approval: the signature, the signer's name and email, the consents given and their wording, the document version signed, the time, and technical details of the session.
- By signing, you consent to sign electronically and agree that your electronic signature has the same legal effect as a handwritten one, to the extent the law where you are allows it. The Australian Electronic Transactions Act 1999 (Cth) and its state and territory equivalents, the United States ESIGN Act and UETA, and the EU and UK eIDAS regimes each recognise electronic signatures of this kind.
- Some documents cannot be signed electronically in some places, for example certain wills, powers of attorney and statutory declarations. It is your responsibility to know whether an electronic signature is valid for your document in your jurisdiction. We do not give legal advice, and we do not warrant that any particular signed document is valid or enforceable.
- We are not a party to the agreement being signed, and we take no position on its terms. A sign-off records that a person approved a specific version of a plan at a specific time. It is not certification that the plan is accurate, compliant or fit for purpose.
- You may withdraw consent to sign electronically before you sign, by not signing and telling the sender. Once a document is signed the record is fixed, because a record you can change afterwards is worth nothing to either party.
- We keep sign-off records for the period set out in our Privacy Policy, so both parties can rely on them.
9. Privacy and data processing
Our Privacy Policy explains how we handle personal information, and forms part of these terms. Where we handle personal information on your behalf (for example the details of the people you share plans with), you are the controller and we are the processor, and we act on your instructions. A data processing addendum incorporating the Standard Contractual Clauses is available at privacy@getcobuild.app.
10. Availability, support and changes
- We aim to keep the Service available at all times but do not guarantee uninterrupted access. Maintenance, third-party failures and events outside our control all happen.
- We provide support by email during Australian business hours.
- We improve the Service continuously and may add, change or remove features. We will give reasonable notice before removing or materially degrading a feature you rely on, and if a change materially reduces the value of a paid plan you may cancel and receive a pro-rata refund for the unused period.
11. Our intellectual property
The Service, including its software, design, trade marks and documentation, belongs to us and our licensors. We grant you a non-exclusive, non-transferable right to use it for your business for as long as this agreement lasts. All rights not expressly granted are reserved. Feedback you give us may be used freely to improve the Service, without obligation to you.
12. Confidentiality
Each of us may receive information from the other that is confidential. Each of us will protect the other's confidential information with at least reasonable care, use it only for this agreement, and disclose it only to people who need it and are under similar obligations, or where the law requires disclosure. Your Content is your confidential information.
13. Warranties and consumer guarantees
Australian Consumer Law. Nothing in these terms excludes, restricts or modifies any guarantee, right or remedy you have under the Australian Consumer Law or any other law that cannot lawfully be excluded. Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled to cancel your service contract and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.
If you are a consumer in the European Economic Area, the United Kingdom, New Zealand or anywhere else with mandatory consumer protections, those protections apply to you and nothing in these terms reduces them.
Subject to the above, the Service is provided "as is" and we exclude all other warranties to the extent the law allows, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. Where a guarantee cannot be excluded but we may limit our liability for breaching it, our liability is limited, at our option, to resupplying the service or paying the cost of having it resupplied.
14. Limitation of liability
Subject to section 13, and to the extent permitted by law:
- neither party is liable for indirect, incidental, special or consequential loss, or for loss of profits, revenue, goodwill, business opportunity or data, however caused; and
- our total liability arising out of or in connection with this agreement in any 12 month period is limited to the greater of the fees you paid us in the 12 months before the event giving rise to the claim, and AUD $100.
Neither of these limits applies to fraud, wilful misconduct, or liability that cannot be limited by law. You remain responsible for the accuracy of your plans and for the decisions you and your clients make from them.
15. Indemnity
You will indemnify us against claims, losses and reasonable costs arising from Your Content, your use of the Service in breach of these terms or the law, or a dispute between you and a Recipient or client about work covered by a plan. We will tell you promptly of any such claim, let you control the defence of it, and cooperate reasonably with you. This clause does not apply to the extent the claim arises from our own breach or negligence.
16. Suspension and termination
- You may stop using the Service and close your account at any time from Settings.
- We may suspend or terminate access if you materially breach these terms and do not fix it within 14 days of notice, or immediately where the breach is serious, unlawful, or puts the Service or other users at risk.
- On termination your right to use the Service ends. For 30 days afterwards you may ask us to export Your Content, and we will provide it in a usable format. After the retention periods in our Privacy Policy, it is deleted.
- Sign-off records and their audit trails are kept for the period stated in the Privacy Policy even after an account closes, because they are evidence for both parties.
- Sections 7, 11, 12, 13, 14, 15, 17 and 18 survive termination.
17. Governing law and where disputes are heard
This agreement is governed by the laws of Queensland, Australia, and each of us submits to the non-exclusive jurisdiction of its courts.
If you are a consumer, this does not take away the protection of the mandatory consumer laws of the country you live in, and it does not prevent you bringing proceedings in the courts of that country where the law gives you that right. Nothing in this section limits section 13.
Before starting proceedings, please contact us at hello@getcobuild.app. Most things are resolved faster that way.
18. General
- Changes. We may update these terms. If a change is material we will give at least 30 days' notice by email or in the product. Continuing to use the Service after it takes effect means you accept it. If you do not, you may cancel and we will refund the unused portion of any prepaid period.
- Entire agreement. These terms and the Privacy Policy are the whole agreement between us about the Service, and replace anything said or written earlier about it.
- Assignment. You may not assign this agreement without our consent. We may assign it to an acquirer of our business, on notice to you.
- Severability. If part of these terms is unenforceable, the rest continues to apply.
- No waiver. Not enforcing a right straight away does not waive it.
- Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
19. Contact
[LEGAL ENTITY NAME], [REGISTERED ADDRESS]. General and support: hello@getcobuild.app. Privacy: privacy@getcobuild.app.