RHIXO

RHIXO Customer Agreement

General commercial terms for RHIXO website, hosting and related digital services.

This document forms part of the RHIXO controlled legal framework and applies as described below. It operates together with the RHIXO Customer Agreement, RHIXO Product and Service Schedule, accepted order and other incorporated documents where relevant.

1. Contract formation and authority

The Agreement takes effect when the Customer accepts it electronically, signs an order, places an order that clearly incorporates it, or otherwise activates a paid Service after being presented with the Agreement. A person accepting for an organisation represents that they have authority to bind it. The order record must preserve the accepted document version and timestamp.

2. Agreement hierarchy

If documents conflict, the following order applies unless a document expressly says otherwise: (1) signed negotiated amendment; (2) order-specific terms; (3) applicable Product Schedule; (4) Data Processing Addendum for personal-data processing matters; (5) this Customer Agreement; (6) SLA/Support Policy; (7) Acceptable Use Policy and other policies.

3. Licence and right to use

Services are licensed or provided as a service, not sold, except for specifically identified deliverables. Subject to payment and compliance, the Customer receives a limited, non-exclusive, non-transferable right to use the Service for its internal business purposes during the applicable term. No source code, underlying platform, model, workflow engine or proprietary tooling is transferred.

4. Customer accounts and authorised users

The Customer controls its authorised users and is responsible for permissions, account administration and lawful use. The Customer must promptly remove access for people who no longer require it and must not allow credentials to be shared except where a feature expressly permits shared access.

5. Customer data and content

As between the parties, the Customer retains its rights in Customer Data. The Customer grants the Service Provider the limited rights necessary to host, process, transmit, back up, secure and otherwise handle Customer Data to provide and support the Services, comply with law and protect the platform. The Customer warrants that it has a lawful basis and necessary permissions for data it supplies.

6. Fees, taxes and payment

Fees, billing frequency, minimum commitments and taxes are set out in the order and Product Schedule. The Customer authorises charges to the selected payment method for amounts that are due under the accepted order. Recurring charges require clear disclosure and acceptance before activation. Failed or overdue payments may result in reasonable reminders, restricted functionality or suspension in accordance with the Product Schedule.

7. Renewals, cancellation and refunds

Renewal and minimum-term rules are stated in the Product Schedule and order. Cancellation stops future renewal only to the extent stated there and does not erase amounts already due. Refund restrictions do not apply where a refund, cancellation or other remedy is required by the Australian Consumer Law or other mandatory law.

8. Third-party services

Services may depend on third-party infrastructure, payment processors, email providers, app stores, identity providers, hosting, telecommunications, accounting systems or other integrations. Their availability and terms may change. We will use commercially reasonable efforts to manage integrations we supply, but cannot guarantee a third party's service, pricing or continued availability.

9. Security responsibilities

We will apply reasonable security controls appropriate to the Service. The Customer is responsible for secure user administration, endpoint/device security, credential protection, permission configuration and prompt reporting of suspected compromise. Neither party may intentionally weaken or bypass security controls.

10. Acceptable use and misuse

The Customer and its users must comply with the Acceptable Use Policy. We may suspend access reasonably necessary to prevent material security risk, illegal use, abuse, platform harm or infringement while the issue is investigated.

11. Service changes

We may improve, replace or modify features. We will not intentionally remove a material paid capability during a committed term without a reasonable operational reason and, where the change materially disadvantages the Customer, will provide reasonable notice or an appropriate transition/remedy where required by law or the Product Schedule.

12. Confidentiality

Each party must protect the other party's non-public confidential information using reasonable care, use it only for the relationship, and disclose it only to personnel, advisers and subcontractors with a need to know and appropriate obligations. This does not cover information that is public without breach, independently developed, lawfully received without restriction, or required to be disclosed by law.

13. Intellectual property

InnovatechIQ or its licensors retain all rights in the platform, software, APIs, designs, methods, documentation, models, templates and improvements. No rights are granted by implication. Customer ownership of Customer Data does not extend to platform technology embedded in outputs or deliverables. Product-specific treatment of customer websites, generated content or deliverables is stated in the Product Schedule.

14. Warranties and statutory rights

We warrant that paid Services will be provided with due care and skill to the extent required by applicable law. Other express warranties apply only if stated in the Product Schedule or order. Nothing in this Agreement excludes guarantees or remedies that cannot lawfully be excluded.

15. Liability

To the maximum extent permitted by law, neither party is liable for indirect, special or consequential loss, loss of profit, revenue, anticipated savings or goodwill except to the extent such exclusion is prohibited by law. Subject to non-excludable liabilities and any specific Product Schedule cap, aggregate liability arising from a Service is limited to fees paid or payable for that Service in the 12 months preceding the event giving rise to the claim. This cap does not apply to fraud, wilful misconduct, infringement of the other party's intellectual property, or liabilities that cannot lawfully be limited.

16. Indemnities

The Customer is responsible for third-party claims arising from Customer Data, unlawful use, infringement caused by material supplied by the Customer, or use of the Service in breach of this Agreement. Any indemnity is reduced to the extent loss was caused or contributed to by the Service Provider. We retain responsibility for our own infringement, negligence, wilful misconduct and statutory obligations to the extent applicable.

17. Suspension and termination

We may suspend for material breach, security risk, unlawful conduct or non-payment after reasonable notice where practicable. Either party may terminate for a material breach not remedied within a reasonable cure period after notice, except where immediate termination is reasonably necessary for serious illegality, fraud, security compromise or repeated material breach.

18. Data on termination

The Customer should export required data before termination. Retention, export and deletion periods are governed by the Product Schedule, Privacy Policy and DPA. We may retain information where required by law, for security, dispute resolution or financial records.

19. Force majeure

Neither party is liable for delay caused by events beyond reasonable control, excluding payment obligations already due. The affected party must take reasonable steps to mitigate and resume performance.

20. Notices and electronic communications

Operational and contractual notices may be provided through the customer portal, ticketing system, account email, product interface or other electronic channel identified in the order. Formal notices relating to termination, breach or legal process must be reasonably capable of being retained by the recipient.

21. Assignment, subcontracting and corporate changes

We may use affiliates and subcontractors to provide Services while remaining responsible for obligations allocated to us. Neither party may assign the Agreement in a way that materially prejudices the other without consent, except as part of a bona fide corporate restructure, merger, acquisition or transfer of the relevant business or product, subject to applicable law.

22. General

Waiver must be clear and does not waive future enforcement. Invalid provisions are severed to the minimum extent necessary. The Agreement is the entire agreement for its subject matter except for fraud or mandatory rights. No partnership, agency, employment or fiduciary relationship is created.

23. Governing law and complaints

Unless the Product Schedule states otherwise, the Agreement is governed by Queensland law. Complaints should first be raised by emailing team@rhixo.com.au so they can be investigated and tracked without limiting either party's legal rights.