Enterprise Terms & Conditions
1. Contract Structure
The agreement comprises an Order Form executed by both Teralo and Customer, which incorporates these Terms and Conditions. Any new features or tools added to the Products and Services are subject to the same Agreement.
In case of inconsistency between documents, provisions prevail in this order:
- Special Conditions (if any)
- Remaining Order Form provisions
- These Terms and Conditions
2. Term
The Agreement commences on the Commencement Date and continues for the Initial Term specified in the Order Form. At the end of the Initial Term, the subscription automatically renews on a month-to-month basis unless either party provides 60 days' written notice of cancellation.
Parties may replace an Order Form at any time with a New Order Form, which takes effect only after both parties sign it. Replacement does not affect accrued rights or remedies.
3. Grant to Use Products and Services
Teralo grants a non-exclusive, limited, non-sublicensable and non-transferable right to access and use the Products and Services during the Term in accordance with this Agreement.
Teralo reserves the right to discontinue access without notice if Customer or Authorised Users' behavior is deemed inappropriate or breaches these Terms, or if continued association would materially harm Teralo's reputation.
4. Data Protection
Teralo ensures that the Products and Services comply with the Privacy Act and other applicable data protection legislation.
5. Use of Products and Services
Permitted Use
Customer must not, without prior written approval:
- Use the Products and Services for purposes outside the Authorised Purpose
- Copy or replicate the whole or any part
- Vary, alter, modify, or reverse engineer Teralo's Intellectual Property Rights (except where permitted under Australian Copyright Act 1968)
- Obtain or derive source code
- Publicly disseminate performance information
- Sub-license, rent, sell, lease, or transfer the Products and Services
Account Management
Customer is responsible for maintaining control over and access to its instance or account. Customer may designate persons as Authorised Users if they are at least 18 years old and are Customer's Personnel, Clients, suppliers, or stakeholders managing projects through the Products and Services.
Customer must keep accurate records of each Authorised User and is responsible for their compliance with this Agreement.
Confidentiality of Login Information
Customer must maintain confidentiality of all login information and immediately notify Teralo of suspected or actual unauthorized access.
Acceptable Use
Customer and Authorised Users must not use the Products and Services in ways that:
- Involve false, defamatory, harassing, or obscene content
- Include unsolicited electronic messages
- Contravene any person's rights or applicable Laws
- Damage or impair the Products and Services
- Involve fraudulent activity
- Promote illegal business activities or prohibited products
6. Subscription Fees, Payment and GST
Subscription Fees and Payment
Customer must pay Subscription Fees according to the invoice schedule specified in the Order Form. Teralo may validate facts underlying Subscription Fee calculations and retrospectively increase fees if discrepancies are found.
No later than 60 days before renewal, Teralo may notify Customer of fee revisions for the next term.
Unless stated otherwise:
- Up-front invoices are due within 30 days
- Ongoing monthly invoices are submitted quarterly in advance and due within 30 days
Taxes
All amounts exclude applicable federal, state, or local sales, use, value-added, goods and services, or similar transaction taxes. Customer must pay such taxes in addition to fees. Parties must provide proper tax invoices when applicable.
7. Updates
Teralo may introduce Updates to the Products and Services at its sole discretion. All Updates are granted on an "as is" basis and are part of the original grant subject to this Agreement.
8. Intellectual Property Rights
Ownership
Customer acknowledges that Teralo owns or licenses all Intellectual Property Rights in the Products and Services and any Developed Intellectual Property. Nothing in this Agreement transfers ownership of or interest in any Intellectual Property Rights.
If Customer acquires ownership of Developed Intellectual Property, Customer must assign such rights to Teralo at its own cost and assist Teralo in protecting and asserting its interests.
Customer must procure that Personnel and Authorised Users irrevocably waive moral rights to the extent permitted by law.
Notification
Customer must immediately notify Teralo of:
- Unauthorized access to or use of the Products and Services
- Breach of Teralo's Intellectual Property Rights
- Third-party claims relating to Intellectual Property Rights
Feedback
If Customer submits suggestions, ideas, or other information to Teralo, Teralo may use such Feedback freely, including copying, disclosing, licensing, distributing, and exploiting it without obligation or restriction based on Intellectual Property Rights.
Customer Material
Customer is solely responsible for Customer Material and must ensure it does not infringe any Intellectual Property Rights and complies with all applicable Laws.
Teralo has the right to access, use, adapt, modify, reproduce, reformat, transform, and process Customer Material for:
- Providing the Products and Services
- Internal training
- Testing, improving, and developing new features
9. Data Retention
Teralo uses third-party cloud computing services to host the Products and Services.
Customer can download Enriched Material/Customer Material in CSV, XLS, or PDF format at any time during the Term and for 30 days after expiration or termination, whichever is earlier.
At Customer's written request, Teralo will assist in extracting downloads in specified formats during these timeframes.
10. Confidentiality and Publicity
Confidentiality
Each party must not disclose or use for unauthorized purposes the existence, terms, or Confidential Information of the other party.
A party may disclose Confidential Information only to:
- Controlled entities and their employees, legal advisors, or consultants under corresponding confidentiality obligations
- Persons with a legitimate need to know in connection with this Agreement
- Where required by Law or court order
Teralo may disclose Customer names in connection with capital raising, financing, or business transfers while using reasonable efforts to minimize disclosure scope.
Publicity
Unless instructed otherwise, Teralo may disclose that Customer has entered into this Agreement and use Customer's logo in Teralo marketing materials for this purpose.
11. Privacy and Security
Each party must comply with the Privacy Act and other applicable Privacy Laws regarding Personal Information collected, received, or controlled.
Customer must obtain all necessary Consents and provide all required notices relevant to its use of the Products and Services, including those related to collection, use, disclosure, and storage of Personal Information.
Customer acknowledges that Teralo may provide Products and Services from any location worldwide.
12. Data Breaches
Data Incidents
If a party becomes aware of or suspects loss of, unauthorized access to, use or disclosure of, or breach of security in relation to data provided under this Agreement, the discovering party must:
- Immediately notify the other party in writing with full details
- Cooperate with all reasonable directions
- Promptly take all reasonable steps to rectify or remedy the breach
Notification to Regulator
If a Data Incident occurs and either party wishes to notify the relevant regulator or affected individuals, parties will work together in good faith to prepare such notification in compliance with the Privacy Act.
Customer's correspondence to regulators must be in form approved by Teralo in advance.
13. Third Party Content
Customer acknowledges that the Products and Services may incorporate Third Party Content including open source software. Teralo is not responsible for accuracy, quality, integrity, or reliability of such content.
To the extent permitted by Law, Teralo makes no representation or warranty regarding Third Party Content and has no liability arising from errors, defects, or inaccuracies.
14. Operating Environment
Customer is solely responsible for establishing, providing, procuring, maintaining, and supporting any Third Party Licenses and operating environment, facilities, equipment, and telecommunications necessary to use the Products and Services.
Customer must ensure the Operating Environment has necessary specifications and third-party software for compatibility with the Products and Services.
15. Force Majeure
If performance is prevented or delayed due to a Force Majeure Event, the affected party will not be in breach. The affected party receives a reasonable extension of time to complete obligations, except for payment obligations.
The affected party must promptly notify the other party of the Force Majeure Event's nature and extent, use reasonable endeavors to limit effects, and carry out obligations as soon as able.
16. Suspension
Teralo may modify or suspend access to the Products and Services to:
- Prevent or terminate offending use
- Prevent or resolve emergency security issues, unauthorized access, or violations
- Comply with applicable Law
Teralo has no liability for removing Customer Material or suspending access.
17. Termination
Termination for Cause
Either party may terminate immediately by written notice if:
- The other party experiences an Insolvency Event
- The other party breaches a material provision that is either incapable of remedy or, if capable, is not remedied within 30 days of written notice
- The other party fails to comply with Confidentiality, Publicity, Privacy, or Security obligations
Upon Termination
Upon expiration or termination, Customer must immediately:
- Stop using the Products and Services and ensure Authorised Users do likewise
- Return or delete all Teralo Documentation and Confidential Information
- Allow Teralo to access premises and systems to de-install Products and Services
Termination does not relieve accrued liabilities. All Order Forms terminate upon Agreement termination.
18. Warranties
Each party warrants that it:
- Has authority to enter into and perform its obligations
- Will comply at all times with applicable Laws
- Will not harm the other party's reputation
19. Disclaimer
To the extent permitted by Law, the Products and Services are provided "as is." Teralo makes no representation, warranty, or guarantee that:
- The Products and Services will operate with any other hardware or software
- The Products and Services will meet Customer's requirements
- The Products and Services will be accurate, free from defects, or that Customer Material will not be lost
- Regarding non-infringement, title, fitness for purpose, functionality, or merchantability
Teralo uses reasonable endeavors to ensure Products and Services are virus-free but cannot guarantee freedom from unknown viruses.
Teralo is not liable for delays, interruptions, or problems inherent in internet use or outside Teralo's reasonable control.
20. Indemnities
Customer must defend, hold harmless, and indemnify Teralo and its Related Bodies Corporate and Personnel from Loss arising from:
- Breach of Use, Confidentiality, or Privacy obligations
- Performance or failure related to deficiencies in Customer's Operating Environment
- Any Customer Material, including claims of Intellectual Property Rights or privacy rights infringement
- Customer's and Authorised Users' use of the Products and Services
- Customer or Authorised Users' fraud, willful misconduct, or negligence
21. Limitation of Liability
General Limitation
To the extent permitted by Law:
- Aggregate liability does not exceed Subscription Fees paid in the 12 months prior to the claim
- For Australian Consumer Law breaches, liability is limited to resupply or resupply costs
- Neither party is liable for Consequential Loss except for Customer breaches of Intellectual Property, Confidentiality, and Privacy obligations
Exceptions
Limitations do not apply to:
- Death or personal injury caused by a party or its Personnel
- Fraud or fraudulent misrepresentation
- Insurance-required liability
22. Insurance
Teralo must maintain insurances specified in the Order Form.
23. Assignment
Customer must not assign or novate any rights or obligations without Teralo's prior written consent.
Teralo may assign, novate, or dispose of its rights and obligations by written notice to Customer.
24. Survival
The following clauses survive termination:
- Subscription Fees, Payment and GST
- Intellectual Property Rights
- Confidentiality and Publicity
- Privacy and Security
- Other clauses that should survive by nature
25. Notices
Any notice must be in writing and signed by an authorized person. It must be addressed to the intended recipient by prepaid post, hand delivery, or email as specified in the Order Form.
Notices are deemed given when delivered, received, or left at the specified address. If delivery occurs outside business hours or on a non-business day, it is deemed given at the commencement of the next business day.
26. Dispute Resolution
If a dispute arises, a nominated representative from each party must attempt in good faith to resolve it.
If unresolved within seven days, the dispute must be referred to a Senior Executive of each party. If still unresolved within 14 days, either party may pursue lawful dispute resolution procedures or legal remedies.
Nothing prevents a party from seeking urgent injunctive relief.
27. General
(a) Each party agrees to execute all necessary documents to give full effect to the Agreement.
(b) This Agreement contains the entire agreement regarding its subject matter.
(c) Amendment requires written agreement by all parties.
(d) Customer is responsible for Loss arising from its sub-contractors, contractors, and their employees' acts or omissions.
(e) Teralo is responsible for Loss arising from its sub-contractors and their employees' acts or omissions.
(f) Failure to exercise rights does not constitute waiver. Waiver requires writing.
(g) Agreement rights do not exclude law or equity-provided remedies.
(h) Unenforceable provisions in one jurisdiction do not invalidate others.
(i) Each party bears its own negotiation and execution costs.
(j) Governing Law and Jurisdiction:
- North America Customers: U.S. federal and Delaware state laws; exclusive jurisdiction in Delaware courts
- Australia and Rest of World: New South Wales and Commonwealth law; non-exclusive jurisdiction in courts there
(k) The Agreement may be executed in counterparts, constituting one agreement.
28. Service Level
Teralo provides Products and Services in accordance with service levels outlined at: teralo.co/legal/sla
29. Definitions and Interpretation
Key Definitions
Authorised User: Persons provided access to the Products and Services by Customer, including Customer's Personnel, Clients, suppliers, or project stakeholders at least 18 years old.
Authorised Purpose: Customer's use of the Products and Services for its own internal business operations.
Confidential Information: All information of a confidential or proprietary nature disclosed or learned through this Agreement, including design, specifications, source code, policies, documentation, and business strategies. Excludes information already known, received from third parties without confidentiality obligations, or independently developed.
Consequential Loss: Indirect or consequential loss including loss of profits, income, data, reputation, goodwill, business opportunities, management time, or credit rating.
Customer Material: All data or material input, entered into, added, uploaded, provided, or made available to Teralo by an Authorised User or Customer.
Developed Intellectual Property: Intellectual Property Rights arising from work done on behalf of Customer in connection with the Products and Services.
Enriched Material: Outputs of the Products and Services, including Customer Material modified or enriched with additional information.
Force Majeure Event: Circumstances beyond reasonable control including acts of God, natural disasters, terrorism, riots, war, general strikes, embargo, or utility shortages.
Insolvency Event: Includes ceasing business, becoming unable to pay debts, having receivers appointed, liquidation, or analogous events.
Intellectual Property Rights: All industrial and intellectual property rights including copyrights, trademarks, patents, designs, trade secrets, and know-how, but excluding moral rights.
Teralo Documentation: User instructions and materials supplied by Teralo for using the Products and Services.
Personal Information: As defined in the Privacy Act.
Products and Services: Teralo's software solution for project, program, and portfolio reporting and governance for capital works construction, including documentation and Updates.
Subscription Fees: The price set out in the Order Form.
Term: The period from Commencement Date through the Initial Term or any Renewal Term.
Update: Updates, upgrades, or modifications to the Products and Services, excluding new versions.
Interpretation Rules
- Singular includes plural and conversely
- Defined words have corresponding grammatical meanings
- References to persons include bodies corporate and entities
- Clauses refer to Terms and Conditions clauses
- References to parties include successors and permitted assigns
- Amendments follow the document's modification procedures
- Legislation references include modifications and regulations
- Conduct includes omissions and undertakings
- "Includes" means "includes without limitation"
- $ references are Australian dollars unless specified otherwise