TERMS OF SERVICE
These Terms Of Service (TOS) govern the supply by MyXplor Pty Ltd (Xplor) of Services to You. Together with the End User License Agreement (EULA), this TOS also governs the use of the Services by You during the agreed Term. In order to register to use the Services provided by Xplor you will be required to accept this TOS. By accepting this TOS and registering to use the Services, You are entering into a binding legal Agreement with Xplor. It is therefore important that you carefully read this TOS, and also the associated EULA at the time of registering to use the Services. The EULA is available here and You will be prompted to acknowledge Your acceptance of the EULA when You and/or Your Invited User(s) register to use the Services. By signing this TOS and registering to use the Services You acknowledge that You have read and understood this TOS and the EULA, and that You have the authority to enter this Agreement on Your own behalf and also on behalf of Your Invited User(s) and Centre(s).
Agreement means the agreement between Xplor and You pursuant to the terms and conditions of the TOS and the EULA as amended from time to time. If there is any inconsistency between the TOS and the EULA, the terms of this TOS prevail.
Access Fee means the fee (excluding any taxes and duties) payable by You each month per active Centre associated with You or a Centre registered to use the Services from time to time or such other amount as Xplor and You may agree in writing from time to time.
Centre means an ELC associated with You or otherwise under Your control, Data means any data that You, an Invited User, or any person with Your authority inputs into the Products via the Equipment, the Website or via any other means.
ELC means an organisation providing, directly or indirectly, early childcare and/or associated services.
EULA means the terms of the Xplor End User Licence Agreement available from the Website, or otherwise made available by Xplor, as amended from time to time.
GST has the meaning defined in the A New Tax System (Goods and Services Tax) Act 1999.
Marks means any name, logo or trade mark owned by, or licensed to, Xplor.
PPSA means the Personal Property Securities Act 2009 (Cth) as amended from time to time.
Product(s) means the software products made available to You by Xplor via the Website, the App or such other means as Xplor may determine from time to time.
Website means the website accessible at the domain www.ourxplor.com or such other site as Xplor may determine from time to time.
Invited User means any person or entity other than You who uses the Services at Your request or with Your authorisation, and may include a Centre.
Service Panel means the section accessible by You within the Products and which section contains details relating to You and/or Your Invited Users and/or Centres.
Services means any, or all, of the Products, Website or associated goods and services Xplor makes available to You from time to time pursuant to this Agreement and includes reasonable set-up, training, and support relating to the Services.
Special Terms means the terms and conditions, if any, agreed separately and in writing
Term means, from time to time, the period covered by the Access Fee paid or payable and, where the context permits and requires, a reference to Term shall be to the Term as renewed in accordance with this Agreement.
Third parties means any natural person and/or corporation who may act as a stakeholder in the agreement.
Trial Period means 30 days from the date of this TOS
Xplor means MyXplor Pty Ltd ACN 604 322 910 or its advised related entities from time to time.
You means the ELC utilising the Services forming part of this TOS.
Rights to use the Products
- Xplor grants You the right to access and use the Products during the Term via the Website and/or the Equipment (where applicable) with the particular user roles available to You according to Your subscription type. The right granted to You is non-exclusive, non- transferable, and is limited by and subject to this Agreement.
Subject always to compliance with this Agreement, You may invite an Invited Users to use some or all of the Services.
You acknowledge and agree that, subject always to this Agreement:
- You determine who is an Invited User and what level of user role and access that Invited User has. You can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be.
- If there is any dispute between You and an Invited User regarding access to any Services and/or Products , You shall decide what access or level of access that Invited User shall have, if any.
- You are responsible for all Invited Users’ use of the Services.
- You may invite multiple Invited Users. Where there are multiple Invited Users, the above provisions will apply to the same effect.
- Xplor may issue You with an invoice for the Access Fee in respect of each Billing Period during the Term.
- All Xplor invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email or via such other means as Xplor may determine from time to time. Without prejudice to any other rights that Xplor may have, Xplor reserves the right to suspend or terminate use of Services by You, Your Invited Users, or any Centre, in the event that any invoices are not paid in full by the due date for payment.
- You must pay or arrange payment of all amounts specified in any invoice issued to You by Xplor by the due date for payment which Xplor may reasonably determine from time to time. You hereby agree to make payment to Xplor by way of a direct debit arrangement upon the request of Xplor.
- Where a direct debit arrangement is entered into between Xplor and You, Xplor may nominate a third party direct debit provider to arrange the payments between Xplor and You. By agreeing to the direct debit arrangement between Xplor and You, You hereby agree to the terms and conditions of that direct debit provider as nominated by Xplor.
- You are responsible for payment of all taxes and duties, including but not limited to GST, in addition to the Access Fee, and Xplor may invoice these amounts to You.
- You must not withhold, make deductions from, or set-off, payment of any money owed to Xplor for any reason.
- Subject always to this Agreement, and at Your request, Xplor may issue an invoice for the Access Fee (or any part thereof) to such third parties as You may reasonably request, including but not limited to any Centre and/or Invited User, save always that Xplor retains the absolute right to determine to whom to issue invoices for the Access Fee (or any part of it) and notwithstanding the party to whom an invoice is issued You remain liable for the payment of all Access Fee properly due and payable under this Agreement.
- You warrant to Xplor that, if you make a request pursuant to clause 4)f), you have the consent of the third party to whom You have requested the invoice be issued.
- Unless indicated otherwise, the Access Fee is expressed exclusive of GST.
- Subject always to this Agreement and in accordance with the relevant law, Xplor reserves the right, after reasonable attempts to collect the Access Fee from you, to engage the services of a debt collection agency to recover any outstanding fees owed by You to Xplor.
Preferential Pricing or Discounts
- You may from time to time be offered preferential pricing or discounts to the standard Access Fee based on the number of Centres using the Services at Your request. Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Access Fee in relation to all of Your Centres;
- Without prejudice to any other rights that Xplor may have, Xplor reserves the right to render invoices for the full (non-discounted) Access Fee due, or to suspend or terminate Your use of the Services in respect of any or all of Your Centres in the event that any invoices for those Access Fees are not paid in full by the due date for payment.
2. Without prejudice to any other rights that Xplor may have, Xplor reserves the right to decline any request for preferential pricing or discounts to the standard Access Fee without requirement to disclose the reasons for declining the request by You.
3. This request must be made in writing.
- You may from time to time be offered preferential pricing or discounts to the Standard Access Fee if you agree to pay upfront the equivalent of twelve months’ worth of Access Fees;
1. Any preferential pricing or discount applied will not conflict with the provision as set out in the ‘Prepaid Subscription’ heading of this TOS.
Automated Bank Transaction Data
Where available, automated bank account transaction data feeds are generally provided to You free of charge. However, Xplor reserves the right to pass on any charges related to the provision of bank feed data on a case-by-case basis at Xplor’s sole discretion. In the event that Xplor proposes to pass on such charges to You, Xplor will notify You of the charges. If You wish to discontinue the bank feeds and avoid the proposed charges, You must notify Xplor of your decision whereupon Xplor will use its reasonable endeavours to arrange for such feeds to be terminated in accordance with the providing bank’s usual practices.
Use of the Services may be subject to such limitations as Xplor may advise from time to time, including but not limited to monthly transaction volumes
- Xplor may exercise any of its rights under clause 7.b) if You:
1. in relation to a breach capable of remedy (including by non-payment of the Access Fee), fail to remedy such a breach of this Agreement by You, Your Invited User or Centre within 14 days of notice of the breach;
2. Your Invited User or Centre commit a breach that is not capable of remedy (which includes by non-payment of any Access Fees that are more than 30 days overdue or a breach of clause 3.;
3. You or any Centre operated by or associated with You become insolvent or any steps are taken by You or in relation to You in connection with insolvency including but not limited to the entering of any arrangement with creditors, the appointment of receivers or managers, administrators and/or liquidators.
- Upon the occurrence of any event in clause 7.a), Xplor may:
1. terminate this Agreement and use of the Services by You, Your Invited Users and/or Centres;
2. suspend for any definite or indefinite period of time use of the Services by You, Your Invited Users and/or Centres; and/or
- Termination of this Agreement is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement, You will remain liable for any accrued charges and amounts which become due for payment before or after termination.
- On termination of this Agreement, You must:
1. immediately cease to use the Services; and
2. delete all copies of the Products installed on any device You own or use; and
To the extent permitted by law Xplor will not provide a refund for any remaining prepaid period for a prepaid Access Fee subscription.
In the case of technical problems with the Services You must make all reasonable efforts to investigate and diagnose problems before contacting Xplor. If You still need technical help, please check the support available via the Website or, if necessary, by sending a support request email to email@example.com.
Whilst Xplor intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions, from time to time, the Services or Website may be unavailable, including to permit maintenance and/or other development activity to take place.
Xplor will use its reasonable endeavours to publish in advance on the Website or by other means as Xplor may determine details of any known significant outages or interruptions to the Services.
This Agreement constitutes the entire agreement between You and Xplor relating to the Services and it supersedes all prior agreements, representations (whether oral or written), and understandings between Xplor and You relating to the same.
Confidentiality, Licence and Reservation of IP Rights
- Nothing in this Agreement operates to grant You any intellectual property rights in the Services or any part thereof.
- All Marks are the sole property of Xplor.
1. You must not use any Marks without the prior written consent of Xplor or register or attempt to register rights in relation to the Marks, any derivative of the Marks, or anything similar to them.
- You hereby grant to Xplor a non-exclusive licence to use the Data to the extent necessary for Xplor to provide the Services.
- Xplor does not warrant that the Services are fit for any purpose whether or not made known by You.
- Xplor hereby excludes all express and implied conditions and warranties in relation to the Services and this Agreement except those conditions or warranties that cannot be excluded by law.
- Nothing in this Agreement is intended to have the effect of contracting out of any applicable provisions of the Competition and Consumer Act 2010 (Cth) or any equivalent Act of any State or Territory of Australia except to the extent permitted by such Acts or; the statutory equivalent Act (the Consumer Rights Act 2015) of the United Kingdom where the Services are provided for by Xplor to You in the United Kingdom.
- You warrant to Xplor that:
1. You have all licences, permits and other regulatory consents required or necessary to enter into this Agreement and perform Your obligations hereunder;
2. You have the authority to grant the licenses pursuant to 14)d) of this Agreement;
3. You are using the Services for the commercial purposes contemplated by this Agreement only;
4. You have attended to all backups, and have maintained copies of, the Data and You acknowledge that Xplor is not responsible for attending to any such backup obligations; and
5. the use by Xplor of the Data will not result in any unauthorised use of the rights of any person.
- To the absolute extent permitted by law, Xplor will not be liable to You, Your Invited Users, Centres or any other person for any liability, loss or damage of any kind (including but not limited to any loss of actual or anticipated profits, revenue, savings, production, business, opportunity, access to markets, goodwill, reputation, publicity, or use) arising directly or indirectly from or in connection with this Agreement or use of the Services by You, Your Invited Users and/or and Centre or any other person.
- In the event that Xplor’s liability cannot be wholly excluded, and to the the extent permitted by law, its liability under this Agreement shall be limited to, at its option:
1) the replacement of the Services;
2) the cost of having the Services replaced.
- Subject and in accordance with the law, in the event one of Xplor’s third party’s breaches its obligations to Xplor and/or to You, Xplor indemnifies itself from the liability caused by that Third Party.
The failure by Xplor to exercise any of its rights arising under this Agreement will not operate as a waiver of the right and the express waiving of any particular right, including a right in respect of a breach of this Agreement by You, will not operate as a waiver of any other right.
Neither party will be liable for any delay or failure in performance of its obligations under this Agreement if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
Xplor may assign its rights under, and/or novate, this Agreement at any time by notice in writing to You.
You may not assign any rights to under this Agreement to any other person without Xplor’s prior written consent.
Governing Law and Jurisdiction
- This Agreement is governed by and is to be construed in accordance with the laws in force in the Commonwealth of Australia and the state of Victoria therein. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Victoria and waives any right to object to proceedings being brought in those courts.
- If Xplor determines, or if it is otherwise required by the laws of any jurisdiction, this Agreement may on notice to You by Xplor commence to be governed by, and/or be construed in accordance with, the laws of any other jurisdiction from which Xplor operates or in which Xplor makes the Services available in which case and from the date of notice by Xplor the parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of that jurisdiction and waive any right to object to proceedings being brought in those courts.
If any part or provision of this Agreement is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as is possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under or pursuant to this Agreement by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Xplor must be sent to firstname.lastname@example.org or to any other email address notified by email to You by Xplor. Notices to You will be sent to the email address you have provided via the Service Panel.
Rights of Third Parties
Unless expressly indicated otherwise in this Agreement, a person who is not a party to this Agreement has no right to benefit under, or to enforce, any term of this Agreement.
Updates and Amendments
- You acknowledge that from time to time and as Xplor determines it necessary or desirable to do so Xplor may update any aspect of the Services.
- You acknowledge that, in the event of an update of any aspect of the Services or for such other reasons as Xplor may determine, Xplor may make reasonable amendments to this Agreement (or any part of it) to give effect to, or properly accord with, the Services from time to time and You hereby agree to accept such amendments.
- Any amendments by Xplor pursuant to this clause may be advised to You in writing including via the Website, the Products and/or the Equipment and shall take effect 14 days from the date of such notice unless You communicate to Xplor, in writing via e-mail an objection to the amendments.
The parties acknowledge and agree that the Special Terms that may be agreed separately and in writing form part of this Agreement.
END USER LICENCE AGREEMENT
This End User License Agreement (EULA) is a legal agreement between you and MYXPLOR PTY LTD (XPLOR), and governs the XPLOR Software Products made available to you on this site (Website), which may include software, code, scripts, schemas, templates, slides, instructions, associated media, Internet-based services, support services, and related printed or electronic documentation (Products). By installing and/or using the Products, you agree to the terms of this EULA (Terms). Please read the Terms carefully and in full prior to completing the installation process and using the Product. If you do not agree with the Terms please do not install or use the Product.
- General Use Rights
- Upon downloading, installing or using a Product (whichever comes first), you are granted a revokable, non-transferable, non-exclusive and limited licence (Licence) to use the Product for your personal use only and strictly in accordance with these Terms, for the term of the Licence (Licence Term) commencing on the date that you purchase the Licence.
- You may install and use the Product on your personal computer and electronic devices
- You must NOT without written consent of XPLOR share the Licence, or the contents of the Products, with others.
- You agree that XPLOR may, upon reasonable notice to you, audit your use of the Product for compliance with these Terms. In the event that such audit reveals any use of the Product by you other than in full compliance with these Terms, you shall reimburse XPLOR for all reasonable expenses related to such audit in addition to any other liabilities XPLOR incurs as a result of such non-compliance.
- You must NOT:
- make or distribute copies of the Product, or electronically transfer the Product from one computer to another or over a network;
- alter, digitize, merge, modify, adapt or translate the Product, or decompile, reverse engineer, disassemble, or otherwise reduce the Product to a human-perceivable form;
- sell, transfer, rent, lease, licence or sub-license the Product;
- attempt to undermine the security or integrity of Xplor’s computing systems or networks or, where the Products are hosted by a third party, that third party’s computing systems and networks;
- not use, or misuse, the Products in any way which may impair the functionality of the Products or Website, or other systems used to deliver the Products or impair the ability of any other user to use the Products or Website;
- not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
- transmit, or input into the Website or Products, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use);
- broadcast, transmit or otherwise display in a public forum the Product or any part of the Product;
- post the Product or part of the Product on any website;
- assign and/or novate any rights and obligations under these Terms;
- modify the Product or create derivative works based upon the Product;
- use the Product for commercial purposes other than the purpose for which it is supplied to You; or
- use the Product to develop any product having the same primary function as the Product.
- You acknowledge and agree that:
- the Product may include technical inaccuracies or errors;
- the party permitted to make changes to the Product (whether XPLOR or the supplier of the Product (Supplier)) may make improvements or other changes in the Product at any time;
- You are authorised to use the Products and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorised to use the Products. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Products (whether that information and Data is Your own or that of anyone else);
- Xplor has no responsibility to any person other than You and nothing in this agreement confers, or purports to confer, a benefit on any person other than You. If You use the Products or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
- You must NOT:
- You are responsible for ensuring that You have the right to do so;
- You are responsible for authorising any person who is given access to information or Data, and you agree that Xplor has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
- You will indemnify Xplor against any claims or loss relating to: (a) Xplor’s refusal to provide any person access to Your information or Data in accordance with these Terms; and (b) Xplor’s making available information or Data to any person with Your authorization.
- The provision of, access to, and use of, the Products is on an “as is ” basis and at Your own risk;
- Xplor does not warrant that the use of the Products will be uninterrupted or error-free. Among other things, the operation and availability of the systems used for accessing the Products, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Products. Xplor is not in any way responsible for any such interference or prevention of Your access or use of the Products;
- Xplor is not Your accountant and use of the Products does not constitute the receipt of accounting advice. If You have any accounting questions, please contact an accountant;
- It is Your sole responsibility to determine that the Products meet the needs of Your business and are suitable for the purposes for which they are used; and
- You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
If the copy of the Product is an upgrade from an earlier version of the Product, you must possess a valid full License to a copy of an earlier version of the Product used to upgrade to this upgrade copy in order to install and/or use this upgrade copy, and the upgrade copy is provided to you on a License exchange basis. You agree by your installation and use of such copy of the Product to voluntarily terminate your earlier agreement and uninstall, destroy and cease using the earlier version of the Product or transfer it to another person or entity.
XPLOR and its Supplier(s) retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Product (as an independent work and as an underlying work serving as a basis for any application the Customer may develop), and all copies thereof. All rights not specifically granted in these Terms are reserved by XPLOR and its Supplier(s).
- Links to This Party Sites
You may link to third party sites through the use of the Products. The third party sites are not under the control of XPLOR, and XPLOR is not responsible for the contents of any third party sites, any links contained in third party sites, or any changes or updates to third-party sites. XPLOR is not responsible for any form of transmission received from any third party sites. XPLOR is providing these links to third party sites to you only as a convenience, and the inclusion of any link does not imply an endorsement by XPLOR of the third party site.
- Additional Licensed Content/Services
These Terms apply to any updates, supplements, add-on components, or Internet-based services components, of the Product that XPLOR may provide to you or make available to you after the date you obtain your initial copy of the Product, unless XPLOR provides other terms along with the update, supplement, add-on component, or Internet-based services component. XPLOR reserves the right to discontinue any Internet-based services provided to you or made available to you through the use of the Product.
- Intellectual Property
- “Intellectual Property Right” means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
- Title to, and all Intellectual Property Rights in the Products, the website and any documentation relating to the Products remain the property of Xplor (or its licensors).
- You must not remove or modify any copyright notice on the Product nor register any copyright based on the Product.
- You must not use any of XPLOR’s or its Supplier(s)’ trademark(s) (Trademark), nor register in any country any Trademark, or any mark confusingly similar to the Trademark, whether along or in combination with the Trademark.
- You must use your best endeavours to ensure that the Product is protected at all time from access, use or misuse, damage or destruction by any person not authorised to use the Product pursuant to these Terms.
- You must ensure that all usernames and passwords required to access the Products are kept secure and confidential. You must immediately notify Xplor of any unauthorised use of Your passwords or any other breach of security and Xplor will reset Your password and You must take all other actions that Xplor reasonably deems necessary to maintain or enhance the security of Xplor’s computing systems and networks and Your access to the Products.
- If You:
- breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
- breach any of these Terms and the breach is not capable of being remedied; or
- You become insolvent or bankrupt, or become subject to any similar insolvency event in any jurisdiction,
- If You:
Xplor may take any or all of the following actions, at its sole discretion:
- Terminate this Agreement and Your use of the Services and the Website;
- Suspend for any definite or indefinite period of time, Your use of the Services and the Website; or
- Suspend or terminate access to all or any Data.
- For the avoidance of doubt, if payment of any Access Fees (per the SOT) is not made in full by the relevant due date, Xplor may suspend or terminate:
- Your use of the Service,
- Your rights of access to all or any Data.
- For the avoidance of doubt, if payment of any Access Fees (per the SOT) is not made in full by the relevant due date, Xplor may suspend or terminate:
- Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will remain liable for any accrued charges and amounts which become due for payment before or after termination; and immediately cease to use the Services and the Website.
- Without prejudice to any other rights, XPLOR may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Product(s) and all of its component parts and you will not be entitled to a refund of any fees already paid by you.
- The following provisions of this EULA will survive any termination: All definitions and clauses 7, 10, 11, 12, 13, 17 and this clause 9.
- Warranties and Exclusions
- Provisions of the Competition and Consumer Act 2010 and other laws in force from time to time in Australia may imply warranties or conditions or impose obligations and guarantees on XPLOR and its Supplier(s) (“Implied Terms”). If any such provisions apply, to the extent permitted by law XPLOR’s liability will be limited at its option to the resupply, repair or replacement of the Product or the cost of such resupply, repair or replacement. Subject to such provisions, all representations, conditions and warranties of any nature are expressly excluded. Nothing in this clause excludes, restricts or modifies your rights under a mandatory term.
- You warrant that where You have registered to use the Products on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Products You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
- Xplor gives no warranty about the Services. Without limiting the foregoing, Xplor does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non- infringement
- Exclusion of Incidental, Consequential and Certain Other Damages
- Subject to any Implied Terms and to the maximum extent permitted by applicable law, in no event shall XPLOR or its suppliers be liable for any special, incidental, punitive, indirect, or consequential damages whatsoever, arising out of or in any way:
- related to the use of or inability to use:
- the Product,
- the provision of or failure to provide any support or other services,
- information, software, and related content through the Product;
- under or in connection with any provision of this EULA, even in the event of the fault, tort (including negligence), misrepresentation, strict liability, breach of contract or breach of warranty of XPLOR or any supplier to XPLOR, and even if XPLOR or any Supplier(s) has been advised of the possibility of such damages.
- related to the use of or inability to use:
- Limitation of Liability and Remedy
Subject to any Implied Terms, the entire liability of XPLOR and any of its Suppliers under any provision of this EULA (including with respect to the Product) and your exclusive remedy hereunder will be limited to the actual damages you incur in reasonable reliance on the Products up to AU$100.
- Your indemnity
- You will indemnify XPLOR, its directors, employees, contractors and agents from and against all damages, losses, claims and expenses:
- in the event that your act or omission causes or contributes to XPLOR breaching its obligations with the Supplier of the Product;
- as a result of your use of the Product, including but not limited to, any modification by you of the Product (whether done with XPLOR’s consent or otherwise) which causes the Product to infringe the intellectual property rights of a third party (including the Supplier(s)).
- You will indemnify XPLOR, its directors, employees, contractors and agents from and against all damages, losses, claims and expenses:
- Variation of the Terms
- XPLOR may vary these Terms at any time and without notice to you.
- “Data” means any data inputted by You or with Your authority into the Website.
- Title to, and all Intellectual Property Rights in, the Data remain Your property. You grant Xplor a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
- You must maintain copies of all Data inputted into the Products. Xplor adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Xplor expressly excludes liability for any loss of Data no matter how caused.
- If You enable third-party applications for use in conjunction with the Products, You acknowledge that Xplor may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Products. Xplor shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
- If You use any communication tools available through the Website (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Products, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Products or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
- When You make any communication on the Website, You represent that You are permitted to make such communication. Xplor is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Products. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Xplor does reserve the right to remove any communication at any time in its sole discretion
- For the purposes of this clause, “Confidential Information” includes all information exchanged between the parties to this EULA, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party
- Unless the relevant party has the prior written consent of the other or unless required to do so by law, Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
- General Conditions
- The failure, delay, relaxation or indulgence on the part of a party in exercising, in part or whole, any power, right or remedy conferred upon that party by these Terms shall not operate as a waiver of that power, right or remedy.
- If any provision of these Terms is invalid or not enforceable by a court of competent jurisdiction, it is to be read down and shall otherwise be capable of being severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of these Terms.
- These Terms are governed by and are to be construed in accordance with the laws in force in Victoria. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Victoria and waives any right to object to proceedings being brought in those courts.
Effective date: July 07, 2019
MyXplor Pty Ltd (“us”, “we”, or “our”) operates the https://www.ourxplor.com/ website and the Xplor mobile application (hereinafter referred to as the “Service”).
This page informs you of our policies regarding the collection, use and disclosure of personal data when you use our Service and the choices you have associated with that data.
Service means the https://www.ourxplor.com/ website and the Xplor mobile application operated by MyXplor Pty Ltd
Personal Data means data about a living individual who can be identified from those data (or from those and other information either in our possession or likely to come into our possession).
Usage Data is data collected automatically either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).
Cookies are small files stored on your device (computer or mobile device).
Data Controller means the natural or legal person who (either alone or jointly or in common with other persons) determines the purposes for which and the manner in which any personal information are, or are to be, processed.
Data Processors (or Service Providers)
Data Processor (or Service Provider) means any natural or legal person who processes the data on behalf of the Data Controller.
We may use the services of various Service Providers in order to process your data more effectively.
Data Subject (or User)
Data Subject is any living individual who is using our Service and is the subject of Personal Data.
Information Collection and Use
We collect several different types of information for various purposes to provide and improve our Service to you.
Types of Data Collected
While using our Service, we may ask you to provide us with certain personally identifiable information that can be used to contact or identify you (“Personal Data”). Personally identifiable information may include, but is not limited to:
First name and last name
Address, State, Province, ZIP/Postal code, City
Cookies and Usage Data
We may use your Personal Data to contact you with newsletters, marketing or promotional materials and other information that may be of interest to you. You may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or the instructions provided in any email we send.
We may also collect information that your browser sends whenever you visit our Service or when you access the Service by or through a mobile device (“Usage Data”).
This Usage Data may include information such as your computer’s Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that you visit, the time and date of your visit, the time spent on those pages, unique device identifiers and other diagnostic data.
When you access the Service with a mobile device, this Usage Data may include information such as the type of mobile device you use, your mobile device unique ID, the IP address of your mobile device, your mobile operating system, the type of mobile Internet browser you use, unique device identifiers and other diagnostic data.
We may use and store information about your location if you give us permission to do so (“Location Data”). We use this data to provide features of our Service, to improve and customise our Service.
You can enable or disable location services when you use our Service at any time by way of your device settings.
Tracking & Cookies Data
Cookies are files with a small amount of data which may include an anonymous unique identifier. Cookies are sent to your browser from a website and stored on your device. Other tracking technologies are also used such as beacons, tags and scripts to collect and track information and to improve and analyse our Service.
You can instruct your browser to refuse all cookies or to indicate when a cookie is being sent. However, if you do not accept cookies, you may not be able to use some portions of our Service.
Examples of Cookies we use:
Session Cookies. We use Session Cookies to operate our Service.
Preference Cookies. We use Preference Cookies to remember your preferences and various settings.
Security Cookies. We use Security Cookies for security purposes.
Use of Data
MyXplor Pty Ltd uses the collected data for various purposes:
To provide and maintain our Service
To notify you about changes to our Service
To allow you to participate in interactive features of our Service when you choose to do so
To provide customer support
To gather analysis or valuable information so that we can improve our Service
To monitor the usage of our Service
To detect, prevent and address technical issues
To provide you with news, special offers and general information about other goods, services and events which we offer that are similar to those that you have already purchased or enquired about unless you have opted not to receive such information
Legal Basis for Processing Personal Data under the General Data Protection Regulation (GDPR)
MyXplor Pty Ltd may process your Personal Data because:
We need to perform a contract with you
You have given us permission to do so
The processing is in our legitimate interests and it is not overridden by your rights
To comply with the law
Retention of Data
MyXplor Pty Ltd will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of our Service, or we are legally obligated to retain this data for longer periods.
Transfer of Data
Your information, including Personal Data, may be transferred to — and maintained on — computers located outside of your state, province, country or other governmental jurisdiction where the data protection laws may differ from those of your jurisdiction.
If you are located outside Australia and choose to provide information to us, please note that we transfer the data, including Personal Data, to Australia and process it there.
Disclosure of Data
Disclosure for Law Enforcement
Under certain circumstances, MyXplor Pty Ltd may be required to disclose your Personal Data if required to do so by law or in response to valid requests by public authorities (e.g. a court or a government agency).
MyXplor Pty Ltd may disclose your Personal Data in the good faith belief that such action is necessary to:
To comply with a legal obligation
To protect and defend the rights or property of MyXplor Pty Ltd
To prevent or investigate possible wrongdoing in connection with the Service
To protect the personal safety of users of the Service or the public
To protect against legal liability
Security of Data
The security of your data is important to us but remember that no method of transmission over the Internet or method of electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your Personal Data, we cannot guarantee its absolute security.
Our Policy on “Do Not Track” Signals under the California Online Protection Act (CalOPPA)
We do not support Do Not Track (“DNT”). Do Not Track is a preference you can set in your web browser to inform websites that you do not want to be tracked.
You can enable or disable Do Not Track by visiting the Preferences or Settings page of your web browser.
Your Data Protection Rights under the General Data Protection Regulation (GDPR)
If you are a resident of the European Economic Area (EEA), you have certain data protection rights. MyXplor Pty Ltd aims to take reasonable steps to allow you to correct, amend, delete or limit the use of your Personal Data.
If you wish to be informed about what Personal Data we hold about you and if you want it to be removed from our systems, please contact us.
In certain circumstances, you have the following data protection rights:
The right to access, update or delete the information we have on you. Whenever made possible, you can access, update or request deletion of your Personal Data directly within your account settings section. If you are unable to perform these actions yourself, please contact us to assist you.
The right of rectification. You have the right to have your information rectified if that information is inaccurate or incomplete.
The right to object. You have the right to object to our processing of your Personal Data.
The right of restriction. You have the right to request that we restrict the processing of your personal information.
The right to data portability. You have the right to be provided with a copy of the information we have on you in a structured, machine-readable and commonly used format.
The right to withdraw consent. You also have the right to withdraw your consent at any time where MyXplor Pty Ltd relied on your consent to process your personal information.
Please note that we may ask you to verify your identity before responding to such requests.
You have the right to complain to a Data Protection Authority about our collection and use of your Personal Data. For more information, please contact your local data protection authority in the European Economic Area (EEA).
We may employ third party companies and individuals to facilitate our Service (“Service Providers”), provide the Service on our behalf, perform Service-related services or assist us in analysing how our Service is used.
These third parties have access to your Personal Data only to perform these tasks on our behalf and are obligated not to disclose or use it for any other purpose.
We may use third-party Service Providers to monitor and analyse the use of our Service.
Google Analytics is a web analytics service offered by Google that tracks and reports website traffic. Google uses the data collected to track and monitor the use of our Service. This data is shared with other Google services. Google may use the collected data to contextualise and personalise the ads of its own advertising network.
For more information on the privacy practices of Google, please visit the Google Privacy & Terms web page: https://policies.google.com/privacy?hl=en
Firebase is an analytics service provided by Google Inc.
We also encourage you to review the Google’s policy for safeguarding your data: https://support.google.com/analytics/answer/6004245.
For more information on what type of information Firebase collects, please visit the Google Privacy & Terms web page: https://policies.google.com/privacy?hl=en
Google Ads (AdWords)
Google Ads (AdWords) remarketing service is provided by Google Inc.
You can opt-out of Google Analytics for Display Advertising and customise the Google Display Network ads by visiting the Google Ads Settings page: http://www.google.com/settings/ads
Google also recommends installing the Google Analytics Opt-out Browser Add-on – https://tools.google.com/dlpage/gaoptout – for your web browser. Google Analytics Opt-out Browser Add-on provides visitors with the ability to prevent their data from being collected and used by Google Analytics.
For more information on the privacy practices of Google, please visit the Google Privacy & Terms web page: https://policies.google.com/privacy?hl=en
Twitter remarketing service is provided by Twitter Inc.
You can opt-out from Twitter’s interest-based ads by following their instructions: https://support.twitter.com/articles/20170405
Facebook remarketing service is provided by Facebook Inc.
You can learn more about interest-based advertising from Facebook by visiting this page: https://www.facebook.com/help/164968693837950
To opt-out from Facebook’s interest-based ads, follow these instructions from Facebook: https://www.facebook.com/help/568137493302217
Facebook adheres to the Self-Regulatory Principles for Online Behavioural Advertising established by the Digital Advertising Alliance. You can also opt-out from Facebook and other participating companies through the Digital Advertising Alliance in the USA http://www.aboutads.info/choices/, the Digital Advertising Alliance of Canada in Canada http://youradchoices.ca/ or the European Interactive Digital Advertising Alliance in Europe http://www.youronlinechoices.eu/, or opt-out using your mobile device settings.
For more information on the privacy practices of Facebook, please visit Facebook’s Data Policy: https://www.facebook.com/privacy/explanation
Links to Other Sites
We have no control over and assume no responsibility for the content, privacy policies or practices of any third party sites or services.
Our Service does not address anyone under the age of 18 (“Children”).
We do not knowingly collect personally identifiable information from anyone under the age of 18. If you are a parent or guardian and you are aware that your Child has provided us with Personal Data, please contact us. If we become aware that we have collected Personal Data from children without verification of parental consent, we take steps to remove that information from our servers.
By email: email@example.com
By visiting this page on our website: https://www.ourxplor.com/
The EU General Data Protection Regulation (GDPR) is the most significant piece of European privacy legislation in the last twenty years. It replaces the 1995 EU Data Protection Directive (European Directive 95/46/EC), strengthening the rights that EU individuals have over their data, and creating a uniform data protection law across Europe.
Xplor will comply with applicable GDPR regulations as a data processor when they take effect on 25th May 2018. Working in conjunction with our clients, we will explore opportunities within our services offerings to assist our customers to meet their GDPR obligations.
How We are Preparing for the GDPR
MyXplor Pty Ltd (Xplor) already has a consistent level of data protection and security across our organisation, however it is our aim to be fully compliant with the GDPR by 25th May 2018. Our preparations include:
Information Audit – carrying out a company-wide information audit to identify and assess what personal information we hold, where it comes from, how and why it is processed and if and to whom it is disclosed.
Policies & Procedures – Implementing new data protection policies and procedures to meet the requirements and standards of the GDPR and any relevant data protection laws, including:
Data Protection – our main policy and procedure document for data protection has been overhauled to meet the standards and requirements of the GDPR. Accountability and governance measures are in place to ensure that we understand and adequately disseminate and evidence our obligations and responsibilities; with a dedicated focus on privacy by design and the rights of individuals.
Data Retention & Erasure – we have updated our retention policy and schedule to ensure that we meet the ‘data minimisation’ and ‘storage limitation’ principles and that personal information is stored, archived and destroyed compliantly and ethically. We have dedicated erasure procedures in place to meet the new ‘Right to Erasure’ obligation and are aware of when this and other data subject’s rights apply; along with any exemptions, response timeframes and notification responsibilities.
Data Breaches – our breach procedures ensure that we have safeguards and measures in place to identify, assess, investigate and report any personal data breach at the earliest possible time. Our procedures are robust and have been disseminated to all employees, making them aware of the reporting lines and steps to follow.
International Data Transfers & Third-Party Disclosures – where Xplor stores or transfers personal information outside the EU, we have robust procedures and safeguarding measures in place to secure, encrypt and maintain the integrity of the data. Our procedures include a continual review of the countries with sufficient adequacy decisions, as well as provisions for binding corporate rules; standard data protection clauses or approved codes of conduct for those countries without. We carry out strict due diligence checks with all recipients of personal data to assess and verify that they have appropriate safeguards in place to protect the information, ensure enforceable data subject rights and have effective legal remedies for data subjects where applicable.
Subject Access Request (SAR) – we have revised our SAR procedures to accommodate the revised 30-day timeframe for providing the requested information and for making this provision free of charge. Our new procedures detail how to verify the data subject, what steps to take for processing an access request, what exemptions apply and a suite of response templates to ensure that communications with data subjects are compliant, consistent and adequate.
Legal Basis for Processing – we are reviewing all processing activities to identify the legal basis for processing and ensuring that each basis is appropriate for the activity it relates to. Where applicable, we also maintain records of our processing activities, ensuring that our obligations under Article 30 of the GDPR and Schedule 1 of the Data Protection Bill are met.
Privacy Notice/Policy – we have revised our Privacy Notice(s) to comply with the GDPR, ensuring that all individuals whose personal information we process have been informed of why we need it, how it is used, what their rights are, who the information is disclosed to and what safeguarding measures are in place to protect their information.
Obtaining Consent – we have revised our consent mechanisms for obtaining personal data, ensuring that individuals understand what they are providing, why and how we use it and giving clear, defined ways to consent to us processing their information. We have developed stringent processes for recording consent, making sure that we can evidence an affirmative opt-in, along with time and date records; and an easy to see and access way to withdraw consent at any time.
Direct Marketing – we have revised the wording and processes for direct marketing, including clear opt-in mechanisms for marketing subscriptions; a clear notice and method for opting out and providing unsubscribe features on all subsequent marketing materials.
Data Protection Impact Assessments (DPIA) – where we process personal information that is considered high risk, involves large scale processing or includes special catlarge-scalenal conviction data; we have developed stringent procedures and assessment templates for carrying out impact assessments that comply fully with the GDPR’s Article 35 requirements. We have implemented documentation processes that record each assessment, allow us to rate the risk posed by the processing activity and implement mitigating measures to reduce the risk posed to the data subject(s).
Processor Agreements – where we use any third-party to process personal information on our behalf (i.e. Payroll, Recruitment, Hosting etc), we have drafted compliant Processor Agreements and due diligence procedures for ensuring that they (as well as we), meet and understand their/our GDPR obligations. These measures include initial and ongoing reviews of the service provided, the necessity of the processing activity, the technical and organisational measures in place and compliance with the GDPR.
Special Categories Data – where we obtain and process any special category information, we do so in complete compliance with the Article 9 requirements and have high-level encryptions and protections on all such data. Special category data is only processed where necessary and is only processed where we have first identified the appropriate Article 9(2) basis or the Data Protection Bill Schedule 1 condition. Where we rely on consent for processing, this is explicit and is verified by a signature, with the right to modify or remove consent being clearly signposted.
Data Subject Rights
In addition to the policies and procedures mentioned above that ensure individuals can enforce their data protection rights, we provide easy to access information via our website, of an individual’s right to access any personal information that Xplor processes about them and to request information about:
What personal data we hold about them
The purposes of the processing
The categories of personal data concerned
The recipients to whom the personal data has/will be disclosed
How long we intend to store your personal data for
If we did not collect the data directly from them, information about the source
The right to have incomplete or inaccurate data about them corrected or completed and the process for requesting this
The right to request erasure of personal data (where applicable) or to restrict processing in accordance with data protection laws, as well as to object to any direct marketing from us and to be informed about any automated decision-making that we use
The right to lodge a complaint or seek judicial remedy and who to contact in such instances
Information Security & Technical and Organisational Measures
Xplor takes the privacy and security of individuals and their personal information very seriously and take every reasonable measure and precaution to protect and secure the personal data that we process. We have robust information security policies and procedures in place to protect personal information from unauthorised access, alteration, disclosure or destruction and have several layers of security measures, including:
SSL, access controls, password policy, encryptions, pseudonymisation, practices, restriction, IT, authentication.
GDPR Roles and Employees
Xplor has designated Fred Wu as our Data Protection Officer (DPO)/Appointed Person and have appointed a data privacy team to develop and implement our roadmap for complying with the new data protection Regulation. The team are responsible for promoting awareness of the GDPR across the organisation, assessing our GDPR readiness, identifying any gap areas and implementing the new policies, procedures and measures.
Xplor understands that continuous employee awareness and understanding is vital to the continued compliance of the GDPR and have involved our employees in our preparation plans. We have implemented an employee training program specific to the which will be provided to all employees prior to May 25th, 2018, and forms part of our induction and annual training program.
If you have any questions about our preparation for the GDPR, please contact Fred Wu (Head of Engineering).