Terms & Conditions

Last updated Apr 12, 2023

SiteApprove TA Citus Platform

Customer Terms of Use

Introduction

1. SiteApprove TA Citus Platform. The Platform is owned and operated by SiteApprove TA Citus Co Pty Ltd ACN 638 733 687 (SiteApprove TA Citus). It is intended to be used as an on-boarding and compliance management tool to support safety and compliance in various industries by:
  1. facilitating the sharing of certificates, tickets, medical assessments and other compliance information and documentation relating to individuals (Certification Documentation); and
  2. enabling hiring entities and managers to access and manage the Certification Documentation of their workforce, both during the on-boarding process and on an ongoing basis, to support compliance and effective resource management.
2. Acceptance of Terms. By setting up an account or allowing its Authorised Users to access or use the Platform, the Customer agrees to these Terms of Use. If the individual accepting these Terms of Use is accepting on behalf of a company or other legal entity, the individual represents that they have the authority to bind that entity to these Terms of Use.
3. Interpretation. Capitalised terms used in these Terms of Use have the meanings given in clause 14.

Use of the Platform

1. Licence. Subject to the Customer's ongoing compliance with these Terms of Use, SiteApprove TA Citus grants the Customer a revocable, non-exclusive, non-transferable licence for the Customer (and its Authorised Users) to access and use the Platform to:
  1. create a Customer Account and invite individual Authorised Users to create their own accounts on the Platform;
  2. access, review and manage Certification Documentation;
  3. digitally authorise Personnel to enter sites and/or use equipment onsite via the Platform; and
  4. manage and control who, within the Customer's organisation, may access or share particular Certification Documentation.
2. Disclaimers. The Customer acknowledges and agrees that:
  1. SiteApprove TA Citus is a provider of software functionality only, and does not verify the accuracy or authenticity of Certification Documentation;
  2. the Customer is solely responsible ensuring its use of the Platform and handling Certification Documentation complies with applicable laws;
  3. SiteApprove TA Citus and does not warrant, represent or guarantee the completeness, accuracy, reliability, and currency of any data or information downloaded, uploaded, or otherwise viewed or obtained through the use of the Platform;
  4. any data or information downloaded or otherwise viewed, obtained or acquired through the use of the Platform is at the Customer's sole risk and, to the extent permitted by law, SiteApprove TA Citus will not be liable or responsible for any damage to the Customer, any Authorised Users or their respective property in connection with such data and information; and
  5. except as expressly provided in these Terms of Use, and to the extent permitted by law:
    1. the Platform is provided "as is" and "as available"; and
    2. SiteApprove TA Citus disclaims all conditions, representations, warranties and guarantees, expressed or implied, including title, non-infringement, availability, uninterrupted or error-free operation, currency, merchantability or fitness for a particular purpose.

Your warranties and obligations

1. Warranties. The Customer warrants that:
  1. it will use the Platform in good faith, only for its own internal use, and in accordance with these Terms of Use; and
  2. the information in the Customer Account is true and up-to-date.
2. Certification Documentation. With respect to the Certification Documentation, the Customer:
  1. must only use Certification Documentation for the purpose for which it was collected by the Customer or provided by the relevant Personnel;
  2. is solely responsible for any confidentiality or privacy obligations to the relevant Personnel and any other person in relation to the collection, storage and handling of information provided via the Platform, including compliance with the Privacy Act 1988 (Cth) if applicable, and any other privacy or workplace laws; and
  3. warrants that it has provided any necessary notices to and obtained any consents from all individual Authorised Users as required by such obligations and laws.
3. Prohibited Conduct. The Customer agrees that the Platform will be used solely for the purposes and functions contemplated by these Terms of Use and must refrain from using the Platform for any other purpose (Prohibited Conduct). Prohibited Conduct includes:
  1. generation of activity or traffic with the Platform of such speed or volume that may lead to malfunctions or degradation of performance of the Platform;
  2. attempting to circumvent the security of the Platform;
  3. harassing, inconveniencing or sending unsolicited messages to others;
  4. harvesting information for purposes outside these Terms of Use, or allowing or facilitating anyone else to do so;
  5. distributing malware;
  6. reselling, redistributing or commercially exploiting any part of the Platform or its functionality without SiteApprove TA Citus' prior written consent;
  7. copying, decompiling, or reverse-engineering any part of the Platform; and
  8. adapting, modifying, or creating derivative works of the Platform.
4. The Customer is liable to SiteApprove TA Citus for, and must indemnify, defend and hold SiteApprove TA Citus harmless from and against, any losses, claims or other damages it may incur as a result of Prohibited Conduct by the Customer or its Authorised Users.

Maintaining a Customer Account

1. Creating an account. To access and use the Platform, the Customer will need to register for a Customer Account via the Platform and select a subscription type (if applicable).
2. Cancelling an account. The Customer may cancel its Customer Account at any time by logging into the Platform and electing to cancel its Customer Account. The cancellation will take effect at the end of the current subscription period
3. Automatic renewal. Subject to clause 4.2, the Customer's subscription to the Platform will automatically renew upon the last day of the month, for a further month.

Fees and payment

1. Subscription Fees. The Customer must pay the Subscription Fees, as notified by SiteApprove TA Citus. Unless otherwise agreed, the Subscription Fees:
  1. are payable on a per Authorised User, per month, basis;
  2. are payable monthly in advance, on the first day of each month; and
  3. any increase or decrease in the number of Authorised Users will result in a corresponding increase or decrease in the Subscription Fees for the following month.
2. Invoicing. SiteApprove TA Citus will issue an invoice for the Subscription Fees. Unless otherwise stated, Subscription Fees are in Australian dollars and exclude GST.
3. Suspension for non-payment. Where Subscription Fees are overdue, SiteApprove TA Citus may suspend access to the Platform until such time as the overdue amounts are paid in full.
4. Changes to Subscription Fees. SiteApprove TA Citus may change the Subscription Fees from time to time by providing the Customer with at least 30 days prior written notice. Any such change will take effect from no earlier than the start of the next subscription period.

Authorised Users

1. The Customer must have a minimum of one Authorised User who has administrator privileges for the Customer Account.
2. The Customer has sole responsibility for granting and managing Authorised Users, and must ensure each Authorised User complies with the terms and conditions of End User Terms of Use.
3. SiteApprove TA Citus will be entitled to assume that any person using the Platform using the login details of an Authorised User, has been duly authorised by the Customer to act as an Authorised User.

Support, maintenance and changes to the Platform

1. Incident resolution. SiteApprove TA Citus will provide Support Services for the Platform in accordance with Schedule 1. Support Services are not provided in respect of, and SiteApprove TA Citus is not responsible for, any Excluded Incident.
2. Maintenance windows. From time to time, SiteApprove TA Citus or a third-party service provider may update or perform maintenance on the underlying software or hosting environment and perform other routine software or hardware maintenance. SiteApprove TA Citus will use commercially reasonable efforts to provide notice to the Customer in advance of outages due to such planned maintenance.
3. SiteApprove TA Citus rights relating to changes. SiteApprove TA Citus retains the right to enhance, modify or alter the operation of the Platform or the underlying software or technology from time to time. SiteApprove TA Citus may offer new functionality and other services for a separate fee and subject to the parties’ agreement to separate terms and conditions.

Intellectual Property Rights

1. Platform. The Platform consists of, and contains materials that are owned by SiteApprove TA Citus and its licensors. The Platform and associated materials provided with the Platform are protected by intellectual property laws and must not be used or copied by the Customer except as contemplated by these Terms of Use, or otherwise with the prior written consent of SiteApprove TA Citus.
2. Customer Data. The Customer retains ownership of all Customer Data and grants SiteApprove TA Citus a non-exclusive licence to access and use Customer Data for the purpose of performing its obligations and exercising its rights under these Terms of Use.
3. Feedback. If the Customer submits feedback or a suggestion for improving the Platform, the Customer assigns to SiteApprove TA Citus any Intellectual Property Rights which the Customer may have in that suggestion or feedback.

Privacy

1. SiteApprove TA Citus responsibilities. SiteApprove TA Citus will take reasonable steps to preserve the security of any personal information it receives from the Customer. All personal information will be handled by SiteApprove TA Citus in accordance with the Privacy Act 1988 (Cth) and the SiteApprove TA Citus privacy policy. The current version of the privacy policy can be viewed athttps://portal.SiteApprove TA Citussystems.com.au/privacy-policy.
2. Customer responsibilities. If the Customer handles personal information from individual users of the Platform (including Personnel), the Customer agrees to:
  1. only process, use and disclose that personal information for the purposes contemplated by these Terms of Use;
  2. take all necessary steps to ensure that the personal information the Customer collects, uses and discloses is protected against loss and against unauthorised access, use, interference, modification, disclosure or other misuse; and
  3. provide all assistance SiteApprove TA Citus reasonably requests from time to time in relation to its compliance with applicable privacy laws, or any investigation, request or enquiry (formal or otherwise) from the Australian Information Commissioner or any other privacy authority.

Confidentiality

1. Confidentiality obligations. The parties agree that each party (Receiving Party) may have access to the other party’s (Disclosing Party) Confidential Information. The Receiving Party agrees (a) to keep confidential all Confidential Information disclosed to it by the Disclosing Party; (b) not to use the Confidential Information except to the extent necessary to perform its obligations under these Terms of Use or use the Platform in accordance with these Terms of Use; and (c) to protect the confidentiality of the Confidential Information in the same manner as it protects the confidentiality of its own Confidential Information (at all times exercising at least a reasonable degree of care).
2. Permitted disclosure. The Receiving Party may disclose the Confidential Information of the Disclosing Party: (a) required to be disclosed by applicable law or the rules of any stock exchange on which the Receiving Party’s securities are listed; and (b) to Personnel of the Receiving Party who: (i) have a need to know the Confidential Information for the purposes of these Terms of Use; and (ii) have agreed to keep confidential the Confidential Information.

Limitation of liability and indemnity

1. General. Subject to clause 11.4, SiteApprove TA Citus excludes any and all liability to the Customer however arising (including negligence) for:
  1. Consequential Loss;
  2. losses or expenses the Customer suffers or incurs relating to any interruption in the operation of the Platform or an Excluded Incident;
  3. losses or expenses the Customer suffers or incurs as a result of SiteApprove TA Citus's breach of these Terms of Use to the extent the breach is caused by an event or circumstances beyond SiteApprove TA Citus's reasonable control;
  4. SiteApprove TA Citus's reasonable actions in denying anyone access to the Platform for security reasons, non-payment or default; and
  5. actions taken in relation to these Terms of Use in accordance with SiteApprove TA Citus' obligations at law or any order issued by a court of law or relevant government authority, whether directly or indirectly arising in connection with the Platform.
2. Maximum liability. To the extent permitted by law, SiteApprove TA Citus’ aggregate liability for all claims arising from these Terms of Use, regardless of the nature of such claim and including under any indemnity, must not exceed the Subscription Fees paid by the Customer during the 12 months preceding the date of the event giving rise to a claim.
3. Third party resources. SiteApprove TA Citus is not responsible for any links to third party websites or other resources via the Platform, including the availability of such websites, resources or links. Use of such websites and resources is at the Customer’s sole risk.
4. Non-Excludable Rights. Nothing in these Terms of Use is intended to have the effect of excluding the Australian Consumer Law or any other applicable law that cannot be excluded, restricted or modified by agreement of the parties (Non-Excludable Rights). To the maximum extent permitted by law, the liability of SiteApprove TA Citus in respect of any breach of or failure to comply with any Non-Excludable Right (which cannot be excluded but which can be limited) is limited to SiteApprove TA Citus doing one or more of the following (at its election):
  1. if the breach is in respect of goods: the replacement of the goods or the supply of equivalent goods; the repair of the goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; or
  2. if the breach is in respect of services: the supply of the services again; or the payment of the cost of having the services supplied again.
5. Indemnity. The Customer agrees to indemnify SiteApprove TA Citus against any claim or liability arising from or in relation to:
  1. misuse of any Certification Documentation or the Platform by the Customer or its Authorised Users;
  2. breach of any law or infringement of any third party rights including Intellectual Property rights by the Customer or its Authorised Users; and
  3. breach of the Customer's warranties or obligations under these Terms of Use.

Term and termination

1. Term. These Terms of Use are binding from the date that the Customer first registers for the Platform and continue until terminated in accordance with these Terms of Use.
2. Suspension or termination by SiteApprove TA Citus. SiteApprove TA Citus may suspend the Customer's access to the Platform, or terminate these Terms of Use, at any time upon notice, for the following reasons:
  1. SiteApprove TA Citus reasonably considers the Customer (or any of its Authorised Users) has breached these Terms of Use, or any Authorised User has breached the End User Terms of Use;
  2. to comply with its obligations under any applicable laws, or where requested by law enforcement or other government agencies;
  3. fraud or suspected fraud by the Customer or any of its Authorised Users;
  4. the Customer has no Authorised User with administration privileges for the Customer Account for more than 30 days; or
  5. there has been no activity on the Customer's account for more than 3 years.
3. Termination by either party. These Terms of Use may be terminated:
  1. by written agreement; or
  2. by a party providing written notice to the other party in the event that the other party commits a material breach of these Terms of Use that is incapable of remedy, or a material breach that is capable of remedy, and does not remedy such breach within 30 days of receipt by that party of written notice setting forth in detail the nature of such breach.
4. Consequences of termination

If the Customer's account is terminated for any reason then (without limiting any other rights SiteApprove TA Citus may have):

1. 1. the Customer must immediately pay to SiteApprove TA Citus any outstanding Subscription Fees;
  2. upon receipt of all payments owed, SiteApprove TA Citus will provide to the Customer a copy of Customer Data or permit the Customer to download any Customer Data held in SiteApprove TA Citus's possession or control;
  3. after a period of 90 days following termination or expiry of these Terms of Use, SiteApprove TA Citus may permanently destroy all Customer Data associated with the Customer's Customer Account; and
  4. despite any other provision of this agreement, SiteApprove TA Citus may retain records relating to the Customer's account in accordance with general legal and accounting requirements, including Customer Data.

General

1. SiteApprove TA Citus audit rights. On request, the Customer must provide SiteApprove TA Citus and its appointed auditors with information, and access to the Customer's IT systems and devices as reasonably required to audit whether the Customer's and its Authorised Users' use of the Platform has been and is in accordance with these Terms of Use. If SiteApprove TA Citus's audit identifies any non-compliance with respect to number of Authorised Users, SiteApprove TA Citus may invoice the Customer for any shortfall in the Subscription Fees paid.
2. Force majeure. Neither party will be deemed in default of these Terms of Use as a result of a delay in performance or failure to perform its obligations caused by acts of God or governmental authority, strikes or labour disputes, fire, acts of war, failure of third party suppliers, or for any other cause beyond the control of that party.
3. Notices. All notices under these Terms of Use must be in writing. In the case of SiteApprove TA Citus, notice may be given to the Customer by posting the notice on or through the Platform.
4. Survival. Without limiting or impacting upon the continued operation of any clause which as a matter of construction is intended to survive the expiry or termination of these Terms of Use, clauses 3.1, 3.2, 3.4, 8, 10, 11, 12.4, 13 and 14 survive expiry or termination.
5. Assignment. The Customer must not sell, assign, license, sub-license, or otherwise convey in whole or in part to any third party these Terms of Use or the Platform without the prior written consent of SiteApprove TA Citus. SiteApprove TA Citus may assign its rights or transfer its rights and obligations under these Terms of Use without the consent of the Customer.
6. Governing Law. This agreement is governed by the laws in force in Queensland, Australia, without regard to conflict of law principles. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland, Australia and courts of appeal from them.
7. Severability. If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law, the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use must continue in effect.
8. Relationship. Nothing in these Terms of Use is intended or must be construed to create or establish an agency, partnership, or joint venture relationship between the parties.
9. Waiver. No waiver by either party of any provision or any breach of these Terms of Use constitutes a waiver of any other provision or breach of these Terms of Use and no waiver must be effective unless made in writing.
10. Interpretation. The headings contained herein are for convenience of reference only, and are not intended to define, limit or describe the scope or intent of any provisions of these Terms of Use. A reference to “include”, “including” or “for example” are not intended to be exhaustive or words of limitation.
11. Entire Agreement. This agreement constitutes the entire agreement between the parties as to its subject matter and any prior arrangements, agreements, warranties, representations or undertakings are superseded.

Definitions and interpretation clauses

1. Definitions

In these Terms of Use:

Australian Consumer Law	means Schedule 2 to the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of any fair trading legislation.
Authorised User	means any person whom the Customer nominates as Authorised User via the Platform.
Certification Documentation	has the meaning given in clause 1.1.
Confidential Information	of a party includes: any of its non-public technical or business information; any information which is by its nature confidential or which is designated as confidential by that party, or which the other party knows, or ought to know, is confidential; and in the case of SiteApprove TA Citus, any information relating to the function or operation of the Platform and associated intellectual property, including any documentation provided by SiteApprove TA Citus, but excludes information which: is, or has become, known publicly after disclosure by SiteApprove TA Citus or the Customer to the other party without fault of the other party receiving the information; or a party becomes aware of from a third party not bound by non-disclosure obligations to the other, disclosing party, and with the lawful right to disclose such information.
Consequential Loss	includes: loss of data or unauthorised disclosure of data; loss of opportunity, loss of revenue, loss of anticipated profits or savings, wasted overheads, loss of bargain, loss of business, loss of production, loss of use, and loss of goodwill; and disappointment, distress, stress, and inconvenience.
Customer	means, in the case of an individual accepting these Terms of Use on his or her own behalf, such individual, or in the case of an individual accepting these Terms of Use on behalf of a company or other legal entity, that company or other legal entity.
Customer Account	means a registered organisation account with SiteApprove TA Citus for the use of the Platform.
Customer Data	means all data provided by the Customer or Authorised Users to SiteApprove TA Citus via the Platform including any Certification Documentation uploaded to the Platform by Authorised Users.
End User Terms of Use	means the end user terms of use for the Platform, as amended from time to time by SiteApprove TA Citus. The End User Terms of Use are available when an Authorised User first accesses the Platform.
Excluded Incident	means: any modification to the Platform that was not performed by SiteApprove TA Citus or its Personnel; any improper use of the Platform including use in conjunction with other products or services with which the Platform was not designed to be used; defects or errors in Customer Data or material provided by the Customer or in any third party products; the Customer's failure to use any correction, update, enhancement or other change to the Platform provided by SiteApprove TA Citus; any defect or error attributable to the Customer or its Authorised Users; and any issue or incident caused by the Customer's internet access, IT system or third party software or services.
Intellectual Property Rights	means all intellectual property rights, including copyright, patents, and trade marks (whether registered or not), and includes the right to register any intellectual property rights.
Non-Excludable Rights	has the meaning given in clause 11.4.
Personnel	means: in the case of SiteApprove TA Citus, employees, contractors and agents of SiteApprove TA Citus; and in the case of the Customer, employees, contractors and agents of the Customer, and any other individual in relation to whom the Customer holds Certification Documentation within the Platform, or any individual who has authorised the Customer to access or share their Certification Documentation.
Platform or SiteApprove TA Citus Platform	means the SiteApprove TA Citus software as a service platform and mobile application to be provided by SiteApprove TA Citus to the Customer under these Terms of Use.
Prohibited Conduct	has the meaning given in clause 3.3.
Subscription Fees	means recurring fees payable for use of the Platform, payable by the Customer to SiteApprove TA Citus.
Support Services	means the support services described in Schedule 1.
Term	has the meaning given to that term in clause 12.1.

1 Service Levels

Definitions

In this Schedule, the following additional definitions apply:

Incident	means the Platform does not perform materially in accordance with the published specifications for the Platform as a result of a defect or error in the Platform.
Support Hours	means between 8.00am and 4.00pm AEST Monday - Friday, except for public holidays in Brisbane, Queensland.
Resolution	means any temporary or permanent resolution of an Incident, whether software re-start, coding fix, workaround or otherwise.

Availability

SiteApprove TA Citus will use reasonable commercial efforts to provide 99.9% uptime with respect to the Platform during each calendar month, excluding:

1. 1. regularly scheduled maintenance time or emergency maintenance time; and
  2. downtime caused by circumstances beyond SiteApprove TA Citus’s reasonable control, including failures or delays by AWS or any other third-party service provider.

Support Services

1. Provision of a help desk

SiteApprove TA Citus will provide a help desk for logging Incidents. The Customer may contact the helpdesk during Support Hours using the contact details below:

Email: support@SiteApprove.com.au
Phone: 0412 764 845

SiteApprove TA Citus may also provide functionality for allowing the Customer to log Incidents via the Platform, in which case the Customer must use that method of contacting the SiteApprove TA Citus help desk in the first instance.

1. Procedure for first line support
  1. Only the Customer's designated administrator(s) are entitled to contact the help desk.
  2. The Customer must ensure it operates a first line helpdesk for its Authorised Users to provide information and assistance on use of the Platform and to identify whether any Incidents affecting an Authorised User's use of the Platform are attributable to Customer's own network and systems.
  3. The Customer must coordinate and manage the submission of Incidents to SiteApprove TA Citus through the Cistus help desk for matters that cannot be resolved through the Customer's first line help desk, and in a manner that avoids duplicate requests and otherwise complies with the reasonable instructions notified by SiteApprove TA Citus from time to time.
2. Support Services provided remotely

SiteApprove TA Citus provides Support Services remotely. The Customer must co-operate with SiteApprove TA Citus to permit SiteApprove TA Citus access to the Customer's IT environment, if required.

1. Resolutions

SiteApprove TA Citus may Resolve an Incident by way of a workaround or other type of permanent or temporary resolution. Where SiteApprove TA Citus provides a workaround, SiteApprove TA Citus may provide a permanent resolution at a later date in a correction, update or enhancement of the Platform.

1. Services levels for response times and resolution times

The time taken to Resolve an Incident will depend on the nature and details of that Incident. All time periods are only measured during Support Hours. The time measurement is suspended if the Customer fails to provide SiteApprove TA Citus with the access, information or support SiteApprove TA Citus reasonably requires or requests in order to investigate or Resolve an Incident.

Priority level 1

Description	Response	Resolution
Platform is subject to a defect or error in a material process or function within the Platform	SiteApprove TA Citus to respond within 24 hours.	SiteApprove TA Citus will use commercially reasonable efforts to Resolve Incident within 24 hours.

Priority level 2

Description	Response	Resolution
Platform is subject to a defect or error in a non-material process or function	SiteApprove TA Citus to respond within 24 - 48 hours.	SiteApprove TA Citus will work to Resolve problem. If Resolution requires a bug fix, SiteApprove TA Citus will add bug fix to its development queue for a potential future correction and propose potential workaround.