Terms of Service

These Terms of Service (“Terms”) govern the supply of the Hudlhq service by Hudlhq (“we”, “us”, “our”) to the school, organisation or individual that engages us (“you”, the “Client”).

They apply together with the quote, proposal or order we issue and you accept (the “Order”), which sets out your plan, your fees and anything agreed specifically for your program. Where the Order and these Terms conflict, the Order applies.

By accepting an Order, paying an invoice, or using the App, you agree to these Terms. If you are agreeing on behalf of a school or organisation, you confirm you are authorised to bind it.

These Terms also apply, as far as they are relevant, to anyone who uses an App we operate - staff, coordinators and participants. Those people are Users, not the Client, and their access is granted and removed by the Client.

App

The application we build and operate for your program, including its web address, its administrator tools and, where your Order includes them, its app store versions.

Build

The work to configure, brand and launch your App, as described in your Order.

Contract Price

The single price in your Order covering the Build and the Service for the whole Term.

Service

Hosting, maintenance, support and the allowance of changes we provide for your App during the Term, as described in your Order.

Term

The period your Order runs for, starting on the date stated in it. Unless your Order says otherwise, the Term is three years.

Client Content

Everything you or your Users put into the App: program and schedule information, announcements, documents, rooming, participant and staff records, your logo, and your branding.

Users

The people you give access to the App, including administrators, staff and participants.

During the Term we will:

• build and launch your App as described in your Order;
• host it, keep it available, back it up and apply security updates;
• fix faults in the App within a reasonable time of becoming aware of them;
• provide support to your administrators through the channel and at the response target stated in your Order;
• make the changes you request, up to the monthly allowance in your Order, and pay all hosting and platform service fees for your App.

Your App is delivered as a web application that installs to a phone’s home screen. App store versions are provided only where your Order includes them, and are published under our developer accounts unless we agree otherwise in writing.

Timeframes we give - including a build of four to six weeks - are estimates that assume you provide content, branding and feedback when we ask for them. They are not deadlines unless your Order says so.

Small changes come out of the allowance in your Order. The allowance is for the year in which it arises and, unless your Order says otherwise, unused time does not carry over into the next year.

Work beyond your allowance - a new feature, an integration, a redesign - is scoped and quoted before we start, and is only chargeable once you accept the quote in writing (email is enough).

Support response targets are targets, not guarantees, and are measured during Australian business hours on business days.

• Your Order states one Contract Price covering the Build and the Service for the whole Term. There is no separate build fee, no annual licence on top, and no per-camp or per-participant charge.
• All fees are in Australian dollars and exclusive of GST, which is added where it applies.
• The Contract Price is invoiced as set out in your Order: a deposit when you sign, then the balance in equal instalments across the Term.
• Invoices are payable within 14 days of the invoice date, unless your Order says otherwise.
• Where your Order says so, instalments for each year after the first may be adjusted in line with the Consumer Price Index.
• The Contract Price assumes the program described in your Order. If what you need changes materially - many more people, another organisation, a feature outside your allowance - we will scope and quote that separately before doing the work.
• If an invoice is more than 30 days overdue, we may suspend the App after giving you at least 7 days’ written notice and an opportunity to pay.

Your Order runs for the Term. Before it ends we will talk to you about renewing; a renewal is a new Order, at a price we agree then. Nothing renews automatically.

The Contract Price is for the whole Term. If you cancel partway through, the remaining instalments for that Term are still payable, because the Build is done at the start and paid for across the Term. Fees already paid are not refundable, except where the law requires a refund or section 18 applies.

When the Term ends without a renewal, we will give you an export of your Client Content in a common format on request, and we will take the App offline. We will keep your Client Content for 30 days after that, then delete it in accordance with our data retention practice and Privacy Policy.

• You decide who gets access to the App, in what role, and you remove access when somebody no longer needs it.
• You are responsible for the accuracy of Client Content, and for keeping administrator credentials secure. Tell us promptly if you think an account has been compromised.
• You are responsible for having the authority and consents you need to put information about other people - including school-age participants - into the App, and for telling those people how their information is used.
• You will use the App in accordance with these Terms and applicable laws, including privacy laws and your own safeguarding obligations.
• You will give us the content, branding, approvals and feedback we need to build and run your App.

You must not, and must not permit your Users to:

• use the App unlawfully, or to store or send unlawful, harassing or abusive content;
• attempt to gain access to data belonging to another role, another program or another client, or to probe, scan or test the security of the App except with our written consent;
• copy, reverse engineer, resell, sublicense or white-label the App or its underlying software;
• upload malicious code, or interfere with the operation of the App for others;
• store health, medical or other sensitive information in the App unless we have agreed in writing that your App is configured for it.

The Apps we provide are not configured for health or medical information. Do not put it in the App unless we have agreed otherwise in writing.

You own your Client Content. You grant us a non-exclusive licence to host, copy, process, display and back it up for as long as we need to in order to provide and support the App, and to comply with the law.

You may export your Client Content at any time during the Term, and we will help you do so on request.

We may use aggregated, de-identified information about how the App is used to improve our products. That information never identifies you, your Users or your participants.

We own the Hudlhq platform, the underlying software, and the templates and components we reuse across clients, including any improvements made to them while building your App. Nothing in these Terms transfers that ownership to you, whether your App is on our standard hosting or its own dedicated setup.

Your Order gives you and your Users a non-exclusive, non-transferable licence to use the App for your programs for as long as the Term continues and the Contract Price is paid.

You keep ownership of your name, logo and branding, and you licence them to us only so we can build and run your App. We will not transfer source code to you unless we agree to do so in writing, on terms we agree at the time.

If you give us feedback or suggestions, we may use them without obligation to you.

We handle Personal Information in accordance with our Privacy Policy and the Privacy Act 1988 (Cth). For information your Users put into the App, you are generally the party deciding what is collected and why, and we handle it on your behalf.

We take reasonable steps to protect the App and its data, including access controls, encryption in transit, and separating each client’s data. No system is perfectly secure, and we do not warrant that the App cannot be compromised.

If we become aware of a data breach affecting your Client Content, we will notify you without undue delay and work with you on the response, including any notification obligations either of us has.

The App relies on third-party services, including hosting providers and sign-in providers such as Google. Their terms and privacy practices apply to their part of the service, and we are not responsible for their acts or omissions.

Where your Order includes app store versions, publication depends on Apple and Google approving the App. We will do what is reasonably required to obtain and keep approval, but we cannot guarantee it, or how long a review will take.

We aim to keep the App available at all times, but we do not guarantee uninterrupted availability. Access may be unavailable during maintenance, or because of faults or events outside our reasonable control, including failures of third-party services.

We will use reasonable efforts to schedule planned maintenance outside the times your programs are running, where we know about them.

Each of us may receive confidential information from the other. Each of us will keep the other’s confidential information confidential, use it only to perform these Terms, and disclose it only to people who need it and are bound to keep it confidential - unless the law requires disclosure, or the information is already public through no fault of the person disclosing it.

We warrant that we will provide the Build and the Service with due care and skill.

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 be excluded.

To the extent permitted by law, and other than as set out in these Terms, the App is provided on an “as is” basis and we exclude all other warranties, whether express or implied. Where we are permitted to limit a non-excludable guarantee, our liability is limited, at our option, to resupplying the service or paying the cost of having it resupplied.

To the extent permitted by law, neither of us is liable to the other for indirect, special or consequential loss, or for loss of profits, revenue, goodwill, or data (beyond the cost of restoring it from our backups).

To the extent permitted by law, our total liability arising out of or in connection with these Terms is limited to the total fees you paid us in the 12 months before the event giving rise to the liability.

Neither of us is liable for a failure to perform caused by an event outside our reasonable control, except for an obligation to pay money.

You indemnify us against claims, loss or damage arising from your Client Content, your use of the App in breach of these Terms, or your failure to obtain the consents described in section 7 - except to the extent we caused the loss.

Either of us may terminate these Terms if the other materially breaches them and does not fix the breach within 14 days of written notice.

We may suspend access immediately where it is necessary to protect the App, its data or its Users - for example a security incident or unlawful use - and we will tell you why as soon as we reasonably can.

On termination, your licence to use the App ends, and section 6 applies to your Client Content.

We may update these Terms from time to time. If a change materially affects you, we will give you at least 30 days’ notice by email or in the App before it applies to your Term. Changes apply from your next renewal unless you agree otherwise, and continuing to use the App after that date means you accept them.

• These Terms and your Order are the entire agreement between us about the App, and replace anything said or written beforehand.
• You may not transfer your rights under these Terms without our written consent, which we will not unreasonably withhold.
• If part of these Terms is unenforceable, the rest continues to apply. A failure to enforce a right is not a waiver of it.
• We are an independent contractor. Nothing in these Terms creates a partnership, employment or agency relationship.
• These Terms are governed by the laws of New South Wales, Australia, and each of us submits to the non-exclusive jurisdiction of the courts of that state.

Questions about these Terms, or about your Order, go to support@hudlhq.app. We aim to respond within one business day.