Terms and Conditions

These Terms apply to your use of Clientwise (the “Service”), including our website at clientwise.com.au. The Service is operated by Clientwise (“we”, “us”), an Australian-based business.

By accepting an invitation, creating an account or using the Service, you agree to these Terms. If you do so on behalf of a business, you confirm that you have authority to bind it.

In these Terms:

• Business means the business your account belongs to, and “you” means the Business and, where the context requires, each individual who uses its accounts.
• Owner means the account holder with the owner role, and Team Member means any other individual with an account in the same Business.
• Customer means an individual that a Business records information about using the Service.
• Content means everything you or your Team Members submit to the Service, including Customer Data — the names, phone numbers, scores, tags, comments and other information recorded about Customers.
• Plan means the plan your Business has been approved for.
• Privacy Policy means our policy at clientwise.com.au/privacy.

The Service is for business purposes only. You must not use it for personal, family or household purposes.

Access is by approval

Submitting a request for access doesn’t create an agreement between us. We may approve or decline requests at our discretion. If we approve yours, we’ll send an invitation, and these Terms start to apply when you accept it.

Eligibility

You must be at least 18 and either carry on a lawful business or act for one with authority. The Service is designed for businesses operating in Australia.

Your accounts

• Give us accurate information and keep it up to date.
• Keep your login details confidential. Each person must use their own account — don’t share logins.
• Tell us promptly if you suspect unauthorised access.
• You’re responsible for everything done through your Business’s accounts.

Owners and Team Members

On Plans that include multiple accounts (Large business and Enterprise), an Owner can invite Team Members by invitation link and is responsible for making sure they follow these Terms. The Solo business Plan includes one account and can’t add Team Members. All accounts in a Business can see every review the Business has logged; each person can edit or delete only the reviews they wrote. To remove a Team Member’s access (for example, when they leave), contact us and we’ll action it promptly.

Clientwise is a private record-keeping tool. It lets a Business log reviews of Customers using five scored questions, tags and comments, look up its own history with a Customer by phone number, share that record with its team, and view summary statistics.

Your records are private to your Business. Your reviews and your customer records aren’t shown to other businesses, published publicly, or shown to Customers. Each Business keeps its own separate customer records, even where two Businesses serve the same person.

Clientwise is not a credit reporting body, reference-checking service or background-check service. Scores and averages are your own subjective opinions as entered by you; we don’t verify them, and nothing in the Service is legal, financial or professional advice.

We’ll use reasonable efforts to keep the Service available, but we don’t guarantee it will be uninterrupted or error-free. We may change the Service from time to time. If we make a change that materially and adversely affects you, we’ll give you at least 30 days’ notice (unless we need to act sooner for security or legal reasons). You may then cancel under clause 4, and we’ll refund any fees you’ve prepaid for the period after you cancel.

The current Plans are:

• Solo business — one account (Team Members can’t be added), $99 per month.
• Large business — multiple accounts, $299 per month.
• Enterprise — multiple accounts and custom report insights, at a price and on terms agreed with us in writing. If an Enterprise agreement conflicts with these Terms, the Enterprise agreement prevails.

Prices are in Australian dollars and are [inclusive / exclusive] of GST. Features included in each Plan are described on our pricing page.

• Billing. We’ll invoice you monthly in advance (or charge a payment method you nominate, if we offer that). Invoices are payable within 14 days of the invoice date.
• Non-payment. If an invoice is overdue, we may suspend your access after giving you at least 14 days’ written notice to pay.
• Price changes. We’ll give you at least 30 days’ written notice of any price increase, and you can cancel before it takes effect.
• Cancellation. You can cancel at any time by emailing us. Cancellation takes effect at the end of the current billing period. We don’t give refunds for part-periods, except where the law requires, or where clause 3, 11 or 15 says otherwise.

Ownership and licence

As between you and us, you own your Content. You give us a non-exclusive, worldwide, royalty-free licence to host, store, process, display and transmit your Content solely to operate, secure, support and improve the Service and as described in the Privacy Policy. We may also use aggregated or de-identified information that doesn’t identify you or any Customer. The licence ends when your Content is deleted, subject to backups and any legal obligation to keep it.

Your responsibilities for Customer Data

You are responsible for the Customer Data you record, and you must:

1. have the right to collect, record and use it for the way you use it, and comply with all privacy and data protection laws that apply to you — including the Privacy Act 1988 (Cth) where it applies. This includes telling Customers (for example, in your own privacy policy or when they book) that you keep records about your dealings with them, and responding to their requests for access or correction. Even if you’re exempt from the Privacy Act, you must handle Customer Data fairly and lawfully;
2. record only honest, factual information based on your genuine dealings with the Customer, and correct it if you learn it is wrong;
3. keep to the facts of your commercial dealings (such as bookings, attendance, payment and conduct towards your staff), and avoid speculation;
4. not record anything that is defamatory, false or misleading, harassing, abusive or threatening, or discriminatory — including by reference to attributes protected under anti-discrimination law;
5. not record sensitive information (such as health information, racial or ethnic origin, religious or political beliefs, sexual orientation, criminal record, or biometric information), government identifiers, financial account or card numbers, or information about people other than the Customer;
6. not use the Service to threaten, intimidate, shame or retaliate against anyone, and not share Customer Data with anyone outside your Business except where the law allows;
7. not use the Service or its contents to provide or obtain credit information, or to assess creditworthiness, or suitability for employment, tenancy or insurance; and
8. make your own lawful decisions about Customers. You’re solely responsible for any decision you make — such as declining to serve someone — and must make it in accordance with the law.

Our role

We hold Customer Data on your behalf to provide the Service. If a Customer contacts us about Customer Data, we may pass the request to you, and you must help us respond promptly.

Removal and export

We may remove or disable Content we reasonably believe breaches these Terms or the law, and we’ll tell you where we reasonably can. You can ask us for a copy of your Content in a common format at any time, and we’ll provide it within a reasonable time.

You must not, and must not allow anyone else to:

• use the Service unlawfully or in a way that infringes anyone’s rights;
• access or try to access another Business’s data or any account that isn’t yours;
• bypass or probe security or access controls, or query our database or APIs other than through the Service’s own interfaces;
• scrape, bulk-extract or systematically copy the Service or its data;
• interfere with or overload the Service, or introduce malware;
• reverse-engineer the Service, except to the extent the law allows;
• use bots or automated means to create accounts or reviews;
• resell, sub-license or make the Service available to anyone outside your Business, or use it to build a competing product; or
• misrepresent who you are.

If you find a security problem, please tell us at clientwise@outlook.com and give us a reasonable chance to fix it before disclosing it.

Anyone who believes information recorded about them in Clientwise is inaccurate, unlawful or harmful can contact us at clientwise@outlook.com. We may notify the Business concerned and ask it to review, substantiate, correct or remove the information, and the Business must cooperate promptly.

We aren’t required to decide who is right in a dispute. We may remove or correct Content where we reasonably consider it inaccurate, unlawful or in breach of these Terms, and where necessary to limit harm we may do so without notice. You must also promptly tell us if you receive a legal demand or complaint relating to Content on the Service.

Our Privacy Policy explains how we handle personal information and forms part of these Terms. If we become aware of an eligible data breach affecting information you’ve recorded, we’ll notify you as the law requires.

We (and our licensors) own the Service, including its software, design and the “Clientwise” name and branding. While these Terms apply, we give you a limited, non-exclusive, non-transferable, revocable right to use the Service for your Business’s internal purposes. We grant no other rights.

If you give us feedback or suggestions, you grant us a perpetual, royalty-free licence to use them without obligation to you.

We rely on third-party providers for hosting, database, authentication and email (see the Privacy Policy). We’re responsible to you for the providers we engage to the extent the law requires, but we’re not liable for outages or failures of services that aren’t ours, such as the internet or your own systems.

• By you: you may stop using the Service and cancel at any time (see clause 4).
• By us, for cause: we may suspend or terminate your access immediately if you materially breach these Terms and (where it can be fixed) don’t fix it within 7 days of our notice; if your conduct is unlawful, abusive or harms others; if it’s necessary to protect the security of the Service; if an overdue invoice remains unpaid under clause 4; or if you become insolvent.
• By us, for convenience: we may end your access for any reason by giving you 30 days’ written notice, and we’ll refund any fees you’ve prepaid for the period after your access ends.

When access ends, you must stop using the Service and any unpaid fees become due. On request within 30 days, we’ll provide a copy of your Content. After that, we’ll retain or delete it as described in the Privacy Policy. Clauses that by their nature should survive termination will do so.

You warrant that you have authority to accept these Terms, that the information you give us is accurate, and that your Content complies with these Terms.

Subject to clause 13 and to the extent the law allows, we provide the Service “as is”, and we don’t warrant that it will be error-free, uninterrupted or secure, or that scores, averages or statistics are accurate or suitable for your purposes — they depend on what you and your team enter. We exclude all implied conditions and warranties to the extent the law permits.

Nothing in these Terms excludes, restricts or modifies any right or remedy, or any guarantee, condition or warranty, under the Australian Consumer Law or any other law that cannot lawfully be excluded, restricted or modified.

1. Nothing in these Terms limits any liability that can’t be limited by law, including under the Australian Consumer Law.
2. Where the Australian Consumer Law applies and the Service is not of a kind ordinarily acquired for personal, domestic or household use, our liability for failing to comply with a consumer guarantee (other than a guarantee about title, encumbrances or quiet possession) is limited, at our option, to resupplying the Service or paying the cost of having it resupplied.
3. Subject to paragraphs (a) and (b), neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill or business opportunity. We’re not liable for loss caused by decisions you make about Customers, or by Content submitted by you or your Team Members.
4. Subject to paragraphs (a) and (b), each party’s total liability arising out of or in connection with these Terms in any 12-month period is limited to the fees paid or payable by you for that period. This limit doesn’t apply to your obligation to pay fees, your liability under clause 14, or your breach of clause 6 or infringement of our intellectual property.

You indemnify us against loss, liability and reasonable costs (including reasonable legal costs) arising from a third-party claim — including a claim by a Customer — to the extent it is caused by your Content, your breach of these Terms or the law, or your decisions about Customers. This doesn’t apply to the extent the loss is caused by our breach, negligence or wilful misconduct.

We may update these Terms. We’ll give the Owner at least 30 days’ written notice (by email, or a prominent notice in the Service) of any material change. If you continue to use the Service after the change takes effect, you accept it. If you don’t agree, you can cancel before it takes effect, and we’ll refund any prepaid fees for the period after you cancel.

We may give you notices by email to the address on your account or through the Service. You can give us notices at clientwise@outlook.com. An email is taken to be received on the next business day after it is sent.

If a dispute arises, the party raising it must give the other written notice, and both will try in good faith to resolve it within 20 business days before starting court proceedings. This doesn’t stop either party seeking urgent relief from a court.

These Terms are governed by the laws of South Australia and the Commonwealth of Australia. Each party submits to the non-exclusive jurisdiction of the courts of South Australia and the Commonwealth.

• Entire agreement: these Terms, the Privacy Policy and any Enterprise agreement are the whole agreement between us about the Service.
• Severability: if part of these Terms is unenforceable, the rest continues to apply.
• Waiver: failing to enforce a right isn’t a waiver of it.
• Assignment: you can’t assign your rights without our written consent. We may assign ours to a successor to our business, and will tell you if we do.
• Events beyond control: neither party is liable for delay or failure caused by events beyond its reasonable control (other than an obligation to pay money).
• Relationship: we are independent contracting parties; nothing creates a partnership, agency or employment relationship.

• Email: clientwise@outlook.com