Terms of Service
Subject to the Customer and Retriever entering into an Agreement the following general Terms and Conditions apply.
These Retriever Terms of Service describe your rights and responsibilities as a customer of our services. “Customer” means the entity you represent in accepting these Terms If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent.
What these Terms cover
These terms cover the use of the Retriever Service, including associated Retriever mobile applications.
Right to Use
Retriever grants Customer and, subject to the terms its Affiliates, the personal, non-exclusive and non-transferable right to use the Retriever Service during the term agreed. This license is subject to the conditions that Customer:
(a) must not without Retriever’s consent alter, modify, reproduce, reverse assemble or reverse compile the Retriever Software;
(b) must not copy the Retriever Software;
(c) acknowledges that any intellectual property rights arising in relation to any permitted alterations, modifications or improvements to the Retriever Software are the property of Retriever, and subject to these terms;
(d) keep confidential any Confidential Information in the Retriever Software
(e) complies with any reasonable instructions provided by Retriever in relation to the Retriever Software;
(f) Customer may replace authorised Users as necessary to reflect personnel changes. In addition to employees of Customer, Users may include third party individuals provided that those third party individuals may only use the Retriever Service only as configured and deployed by Customer and solely in connection with Customer’s business operations as conducted by or through those third party individuals. Customer agrees that it will at all times ensure any use by any User is in accordance with these terms; and
(g) An Affiliate shall at Retriever’s request, but in any event before the Affiliate may make any use of the Retriever Service , deliver to Retriever within the time specified by Retriever, an acknowledgement in a form approved by Retriever that the Affiliate shall observe all these terms as if it were a party to it. If the Affiliate fails to provide the acknowledgement within the specified time, the right of the Affiliate to use the Retriever Service shall terminate. Whether or not the Affiliate provides the acknowledgement referred to in this clause, if the Affiliate takes delivery of any Retriever Software or makes any use of the Retriever Service, the provisions of these terms shall be deemed to apply to the Affiliate as if it were Customer.
Access and Use of the Retriever Service
(a) To enable a person to access and use the Retriever Service, Customer must register for a user account and provide certain information about the person as prompted by the applicable registration form.
(b) Retriever will provide Customer with login credentials to access the Retriever Service for the number of persons requested by Customer.
(c) Customer must purchase a monthly Retriever subscription for each User who is registered for access to use the Retriever Service.
(d) Customer may cancel a User’s subscription to the Retriever Service at any time, without penalty, by giving Retriever at least two week’s written notice.
(a) comply with Retriever’s reasonable technical directions for connection to and use of the Retriever Service;
(b) install and use current versions of Retriever Software or any software in Retriever’s reasonable opinion necessary to enable the provision of the Retriever Service.
Credentials. You must require that all End Users keep their user IDs and passwords for the Retriever Service strictly confidential and do not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. You are responsible for any and all actions taken using End User Accounts and passwords, and you agree to immediately notify us of any unauthorized use of which you become aware.
Age Requirement for End Users. The services are not intended for, and should not be used by, anyone under the age of 18. You are responsible for ensuring that all End Users are at least 16 years old.
During the Subscription Term, we will provide Support for the Retriever Service.
Retriever’s service level target for system availability is 99.9%, as measured over a 12 month rolling period.
Retriever will respond to Priority 1 issues on a 24/7 basis.
Support Desk Hours
The Retriever support desk is available between 7am and 8pm Monday to Friday, Australian Eastern Standard Time for incident response and service requests.
How to access Retriever support
Access to the Retriever Support Desk is via phone, email or Retriever’s support portal.
Australia: 1300 132 485
New Zealand: 0800 478 530
Our security and data privacy policies
We implement and maintain physical, technical and administrative security measures designed to protect Customer Data from unauthorized access, destruction, use, modification, or disclosure.
Billing, renewals, and payment
All Retriever Services are offered on a monthly subscription basis.
Upon completion of the initial Term the Term shall be renewed automatically for successive 12 month periods unless either party gives written notice of termination to the other. The Notice Period for termination is 90 days prior to the end of the Term.
Payment terms are 30 days.
Customer will indemnify Retriever against any claim or liability arising directly from any breach of these terms; Customer’s acts or omissions whether by Customer, an Affiliate using the Retriever Service, or by a third party acting on behalf of Customer or Affiliate (as the case may be) or engaged by Customer or an Affiliate in any capacity
Customer acknowledges that the Retriever Service and Retriever Software comprise the confidential and proprietary information of Retriever and its licensors. The Retriever Service and licenses provided under these terms are not an assignment by Retriever of any intellectual or industrial property rights (including any registered or unregistered trademarks, designs, or copyright) in Retriever’s Confidential Information.
Any unauthorised use, reproduction, adaptation, alteration, modification, publication, disclosure or transfer of Retriever’s Confidential Information by Customer or a third party will entitle Retriever to equitable relief against Customer, including injunctive relief and Customer indemnifies Retriever against any claims, costs, damages or fees suffered or incurred by Retriever in relation thereto, except to the extent that the Customer’s liability will be reduced proportionately to the extent any act or omission of any third party (excluding Customers subcontractor or affiliate) caused or contributed to the relevant claim or liability
Without limiting any other provision of these terms, Customer agrees that any work, items, materials or information of whatever nature produced or developed by Retriever, its servants, agents or contractors or under Retriever’s direction pursuant to or in the course of providing the Retriever Service shall remain the sole and complete property of Retriever whether such property is tangible or is in the nature of intellectual property rights.
The parties acknowledge that the Confidential Information of the other party is confidential and secret and each party must preserve the confidential and secret nature of each other party’s Confidential Information.
A party must not:
(a) copy any other party’s Confidential Information;
(b) make any other party’s Confidential Information available to any third party, other than to its employees with a need to know the information to enable a Service to be used in the manner contemplated by these terms (but only to the extent that the employee needs to know), and
(c) use the other party’s Confidential Information for any purpose other than as contemplated by these terms.
Limitation of Warranties and Liability
Customer acknowledges that it has relied on its own skill and judgment in the selection, supervision, use and management of the Retriever Service and in the results expected thereof.
The provisions of various statutes, rules or regulations from time to time in force may impose certain conditions, warranties and obligations which may not or which may not except to a limited extent be varied, modified or excluded. To the extent that it is not lawful for such conditions, warranties or obligations to be varied, modified or excluded, they shall (but only to the extent required by law) form part of these terms. To the extent that Retriever has any liability to Customer pursuant to this clause, then and subject to the rest of this clause, Retriever’s liability to Customer is limited, at Retriever’s option, to refunding the price of the goods or services in respect of which the breach occurred or to providing, replacing or repairing those goods or providing those services.
Warranties, conditions, promises or statements either expressed or implied, statutory, collateral or otherwise, whether relating to the Retriever Service to any products or services to be supplied by Retriever or anyone else, which are not expressly referred to herein are expressly excluded to the extent permitted by law.
Retriever will not be liable to Customer in contract or in tort, for, or in respect of, any indirect or consequential loss arising out of or in connection with or relating to the performance or any breach of these terms or any matter relating to these terms or error (whether negligent or not) in information supplied to Customer before or after the date of these terms in connection with its subject matter, even if Retriever knew or should have known of the possibility of such damages. “Consequential loss” shall include but not be limited to loss of profit, data, use or goodwill (or similar financial loss), and payment made or due to any third party, any loss or damage caused by delay in delivery or in supply of the services to be provided under these terms.
Any liability Retriever has to Customer in contract or in tort arising out of, or in connection with or relating to the performance or any breach of these terms, or any matter relating to these terms, or error (whether negligent or not) in information supplied to you before or after the date of these terms in connection with its subject matter shall not exceed in total the amount Customer has paid to Retriever under these terms.
A party may terminate the Agreement:
(a) immediately by written notice to the other parties if another party breaches a material provision, or a condition, of these terms and does not rectify that breach within 30 days of receiving written notice from the other party requesting it to do so;
Retriever may terminate the Agreement without prior written notice if.
(a) a receiver, liquidator, provisional liquidator or administrator is appointed over any of Customer’s undertakings or assets or if Customer enters into any arrangement with any of Customer’s creditors or any class of Customer’s creditors; or
(b) Customer is in breach of a licence, permit or authorisation relating to the use of the Retriever Service;
(c) Customer suspends payment of Customer’s debts to a third party;
Rather than terminating the entire Agreement Retriever may elect to suspend or terminate the provision of the Retriever Service in respect of the Retriever Service or particular services to which the relevant termination event relates for such time as the relevant termination event continues.
Effects of termination
On termination of the Retriever Service (including as a result of the termination of these terms):
(a) Customer’s right to use the Retriever Service ceases;
(b) Customer must immediately delete all copies of the Retriever Software from Customer Devices and any other storage media;
(c) Customer must immediately pay to Retriever all outstanding Charges;
(d) Customer is not entitled to any refund of any Charges or other moneys paid in advance to Retriever under these terms, except as referred to under these terms.
Termination of these terms does not affect the accrued rights or liabilities of either party nor does it affect the provisions that expressly or by implication are intended to operate after termination, including, but not limited to:
(a) Right to Use;
(b) Confidentiality; and
(c) Limitation of Warranties and Liability.
Without limiting Retriever’s obligations under these terms, Retriever may assign the right to receive payments under the Agreement and may appoint agents and sub‑contractors to carry out any of its obligations under these terms.
Customer must not assign, mortgage, charge or sublicense any of Customer rights or sub‑contract or otherwise delegate any of Customer’s obligations under these terms without Retriever’s prior written consent.
Customer must not assert or exercise any right to set off against moneys payable by Customer to Retriever under these terms.
If any provision of these terms is found to be unlawful invalid or unenforceable for any reason, these terms will remain in force apart from that provision which is taken to be deleted.
Customer must maintain and preserve the confidentiality of these terms.
These terms are governed by the laws of New South Wales and each party submits to the non‑exclusive jurisdiction of the courts of that State.
No right under these terms shall be deemed to be waived except by notice in writing signed by each party. Any waiver by Retriever will not prejudice its rights in respect of any subsequent breach of the terms by Customer. Except for a notice signed by and on behalf of Retriever, any failure by Retriever to enforce any clause of these terms, or any forbearance, delay or indulgence granted by Retriever to Customer, will not be construed as a waiver of Retriever’s rights under these terms.
Neither party shall be liable for any delay or failure to perform its obligations pursuant to these terms where such failure or delay is due to circumstances beyond its reasonable control.
These terms constitutes the entire agreement between the parties and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing.
We may modify the terms and conditions of these Terms (including Our Policies) from time to time, with notice to you or by posting the modified Terms on our website. Together with notice, we will specify the effective date of the modifications.