Terms of Service

These Terms of Service (the "Terms") form a binding agreement between Support Fusion Pty Ltd (ACN 685 654 326), an Australian proprietary limited company with its registered office at Level 2/88 Jolimont St, East Melbourne VIC 3002, Australia ("Support Fusion", "we", "us" or "our"), and the person or entity accessing or using the Services ("Customer" or "you"). By clicking "I agree" (or any equivalent button) during registration at app.suppfusion.com/register, by signing an order form referencing these Terms, or by accessing or using the Services, you agree to be bound by these Terms. If you do not agree, you must not access or use the Services.

If you accept these Terms on behalf of an organisation, you represent and warrant that you have authority to bind that organisation, and "Customer" and "you" mean that organisation. Support Fusion is a software-as-a-service provider; it is not a party to, and assumes no obligations under, any master services agreement, statement of work, service level agreement or other arrangement between you and any third party (including any IT service provider or end customer of yours).

1. Definitions

In these Terms, the following defined terms apply:

"Authorised User" means an individual whom Customer permits to access or use the Services using credentials issued to or for Customer.

"Customer Data" means data, information or content that Customer or its Authorised Users submit to, or that the Services process on behalf of Customer from, a Connected System, but excluding Aggregated Data and Service-Generated Data.

"Connected System" means an IT service management (ITSM), professional services automation (PSA), remote monitoring and management (RMM), customer relationship management (CRM) or similar third-party platform that Customer connects to the Services.

"Aggregated Data" means data derived from Customer Data that has been aggregated or de-identified so that it does not identify Customer, any Authorised User or any natural person.

"Service-Generated Data" means metadata, technical logs, performance data, ticket reference numbers and other data generated by the Services in the course of routing tickets and operating the platform.

"Services" means the Support Fusion software-as-a-service integration platform that connects Connected Systems and routes tickets and related metadata between them, together with associated websites, applications, APIs, support and documentation.

"Order" means an order form, online order, subscription page or other ordering document accepted by both parties that references these Terms.

"Subscription Term" means the period during which Customer is entitled to access and use the Services as set out in an Order or, for self-serve subscriptions, the active billing period.

2. The Services

2.1 Provision

Subject to these Terms and timely payment of fees, Support Fusion grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services for Customer's internal business purposes.

2.2 What the Services are

The Services act as integration middleware between Connected Systems. They route tickets, requests and related metadata from one Connected System to another based on rules configured by Customer.

2.3 What the Services are not

Support Fusion does not provide, resell, sublicense or operate any Connected System, and is not a party to any agreement between Customer and any operator or licensor of a Connected System or between Customer and any end customer or service provider of Customer. Support Fusion does not provide any service level commitment with respect to any Connected System, and any response-time, availability or other service level commitments between Customer and a third party (including any specified response-time or acknowledgement obligation) remain solely between those parties.

2.4 Changes

Support Fusion may modify, enhance, add or remove features of the Services from time to time. We will not make changes that materially reduce the core functionality of the Services during a paid Subscription Term without providing reasonable prior notice.

2.5 Support access

Customer authorises Support Fusion to access Customer's account, and to log in to and access Customer's Connected Systems and configuration on Customer's behalf using credentials made available to or for Support Fusion, in each case as reasonably necessary to set up, monitor, support, maintain, troubleshoot and improve the Services and Customer's configuration. Customer is responsible for ensuring it has the authority and any necessary consents to grant the access described in this Section 2.5, and Support Fusion's exercise of this right is subject to Section 5 (Customer Data and Data Handling) and the Support Fusion Privacy Policy.

3. Customer Accounts and Authorised Users

3.1 Registration

To use the Services, Customer must create an account at app.suppfusion.com/register or be provisioned an account by Support Fusion. Customer must provide accurate, current and complete information and keep it up to date.

3.2 Credentials

Customer is responsible for maintaining the confidentiality of, and all activity occurring under, login credentials issued to it or its Authorised Users. Customer must promptly notify Support Fusion of any known or suspected unauthorised access.

3.3 Responsibility for Authorised Users

Customer is responsible for the acts and omissions of its Authorised Users in connection with the Services as if they were Customer's own.

4. Acceptable Use

4.1 General

Customer must use the Services only for its lawful internal business purposes and in accordance with these Terms, any Order and applicable laws.

4.2 Prohibited conduct

Customer must not, and must not permit any Authorised User or third party to:

(a) use the Services for any unlawful, fraudulent, infringing or misleading purpose;

(b) attempt to gain unauthorised access to the Services or to any account, system or data that Customer is not authorised to access;

(c) interfere with or disrupt the integrity, security, performance or availability of the Services;

(d) introduce viruses, malware, ransomware or other harmful code to the Services or to any Connected System through the Services;

(e) copy, modify, reverse engineer, decompile or create derivative works of the Services or any underlying software, except to the extent these restrictions are prohibited by law;

(f) resell, sublicense, rent, lease or otherwise make the Services available to any third party except as expressly permitted by these Terms or an Order;

(g) use the Services to send unsolicited communications or otherwise in breach of any anti-spam, telemarketing or similar law; or

(h) submit Customer Data through the Services in breach of Customer's obligations under Section 5.5 (sensitive data).

4.3 Suspension

Support Fusion may suspend Customer's or any Authorised User's access to the Services, in whole or in part, if Support Fusion reasonably believes that (i) continued access poses a security, legal or operational risk to the Services, Support Fusion or any other customer, or (ii) Customer or an Authorised User has materially breached this Section 4. Where practicable, Support Fusion will provide prior notice and an opportunity to cure.

5. Customer Data and Data Handling

5.1 Ownership

As between the parties, Customer owns, and retains all right, title and interest in, Customer Data. Support Fusion claims no ownership of Customer Data.

5.2 Limited licence to operate

Customer grants Support Fusion a non-exclusive, worldwide, royalty-free licence to access, use, process, transmit and display Customer Data solely as reasonably necessary to provide, secure, support and maintain the Services for Customer and to comply with law. This licence terminates when Support Fusion ceases processing Customer Data in accordance with these Terms, except for residual rights in Aggregated Data and Service-Generated Data.

5.3 In-memory ticket processing

The Services are designed to read the content of tickets and related records from a source Connected System in transient memory only for the purpose of routing them to a destination Connected System. Support Fusion does not persistently store the body or free-text content of tickets after the routing operation completes. Support Fusion does persistently process and may retain (a) ticket reference numbers and identifiers, (b) routing metadata (such as source and destination system, timestamps, status and error codes), and (c) Service-Generated Data, in each case to operate the Services, support and troubleshoot Customer, and meet our legal and audit obligations.

5.4 Log masking

Technical and diagnostic logs generated by the Services are designed to mask or redact ticket free-text content and other fields configured by Support Fusion as sensitive. Customer acknowledges that masking is implemented on a best-efforts basis and that incidental, transient exposure of content in logs may occur and will be handled in accordance with Support Fusion's information security practices.

5.5 Customer responsibility for content

Customer is solely responsible for the accuracy, quality, legality and appropriateness of Customer Data and for ensuring that it has all necessary rights, consents and authorisations to submit Customer Data to, and have it processed through, the Services and the relevant Connected Systems. Customer is solely responsible for determining what Customer Data it routes through the Services. If Customer routes Customer Data that includes payment card data, government-issued identification numbers, health information, biometric data or other sensitive personal information, Customer does so at its own risk and remains solely responsible for any associated compliance obligations; Support Fusion does not represent that the Services are designed or certified for, and gives no assurances in respect of, the handling of such data, and the parties may agree additional terms for such data in writing.

5.6 Aggregated and de-identified data

Support Fusion may create Aggregated Data and may collect Service-Generated Data, and may use both for any lawful business purpose (including to operate, secure, benchmark, analyse and improve the Services and to develop new products and features). Support Fusion will not publicly disclose Aggregated Data in a form that identifies Customer or any natural person.

5.7 No sale of identifiable data

Support Fusion does not sell identifiable Customer Data or personal information of Customer's Authorised Users to third parties.

5.8 Privacy

Support Fusion's processing of personal information is governed by the Support Fusion Privacy Policy and the Support Fusion Cookie Policy, each of which is incorporated into these Terms by reference. Where Support Fusion processes personal information on Customer's behalf as a processor or service provider, that processing is also governed by the Support Fusion Data Processing Addendum, which is incorporated into these Terms by reference and applies to the extent set out in it.

5.9 Security

Support Fusion will maintain commercially reasonable administrative, technical and physical safeguards designed to protect Customer Data against unauthorised access, use, disclosure, alteration or destruction. Customer acknowledges that no internet-based service can be guaranteed to be completely secure.

5.10 Return and deletion

On expiry or termination of the Subscription Term, Support Fusion will, subject to its legal and audit retention obligations, delete or render inaccessible Customer Data in Support Fusion's active production environment within a reasonable period. Aggregated Data and Service-Generated Data may be retained.

6. Third-Party Connected Systems

6.1 Customer's licences

Customer is solely responsible for procuring and maintaining its own licences, subscriptions and other rights to each Connected System it uses with the Services, and for complying with the applicable terms of those Connected Systems. Support Fusion does not provide, resell or sublicense any Connected System.

6.2 Dependencies

The Services depend on the availability, functionality and APIs of Connected Systems that Support Fusion does not control. Performance, availability and functionality of the Services may be affected by changes, limitations, outages or errors in any Connected System, and Support Fusion is not responsible for any failure of the Services attributable to a Connected System or to Customer's configuration of, or use of, a Connected System.

6.3 Discontinuation

Support Fusion may modify, suspend or discontinue an integration with a particular Connected System where required by the operator of that Connected System, by applicable law, or for technical or operational reasons. Support Fusion will use commercially reasonable efforts to provide reasonable prior notice.

7. Fees and Payment

7.1 Fees

Customer will pay the fees set out in the applicable Order or, for self-serve subscriptions, the fees published at the point of registration. Fees vary based on the number, type and ticket-processing volume of Connected Systems. All fees are in US Dollars unless otherwise stated at the point of registration.

7.2 Payment method

Customer must provide and maintain a valid credit card or other payment method accepted by Support Fusion, and authorises Support Fusion (and its payment processors) to charge that payment method for all fees, taxes and other amounts due. Fees are billed in advance for each billing period and are non-refundable except as required by law.

7.3 No payment, no service

Access to the Services is conditioned on timely payment. If a charge is declined, fails or is reversed, Support Fusion may suspend or terminate the Services without further notice, in addition to its other rights and remedies.

7.4 Taxes

Fees are exclusive of all taxes, levies and duties, including GST and any sales, use, value-added or withholding taxes (other than taxes on Support Fusion's net income). Customer is responsible for paying all such taxes.

7.5 Fee changes

Support Fusion may change its fees on at least 30 days' prior notice (including by email or through the Services). Fee changes take effect at the start of the next billing period following notice.

8. Term, Renewal and Termination

8.1 Term

These Terms commence on the date Customer first accepts them and continue for the Subscription Term, renewing automatically for successive periods equal to the then-current billing period unless either party gives notice of non-renewal at least 30 days before the end of the then-current Subscription Term.

8.2 Termination for convenience

Either party may terminate these Terms or any Order for convenience on 30 days' written notice to the other party. No refund of pre-paid fees will be due except as required by law.

8.3 Termination for cause

Either party may terminate these Terms or any Order immediately by written notice if the other party (i) materially breaches these Terms and, where the breach is capable of cure, fails to cure it within 14 days after written notice of the breach; (ii) materially breaches these Terms in a manner that is not capable of cure, or breaches Section 4 (Acceptable Use) or Section 9 (Confidentiality) in a manner that poses a material security, legal or operational risk; or (iii) becomes insolvent, ceases to carry on business, or has a receiver, administrator or liquidator appointed.

8.4 Effect of termination

Upon expiry or termination, (a) Customer's right to access and use the Services ceases; (b) Customer must pay all fees accrued through the effective date of termination; and (c) Sections 1, 5.1, 5.3 (last sentence), 5.5-5.10, 7 (with respect to amounts accrued), 9, 10, 11, 12, 13, 14, 15 and 16 survive.

9. Confidentiality

9.1 Definition

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Customer Data is Customer's Confidential Information. The Services, pricing and non-public roadmap information are Support Fusion's Confidential Information.

9.2 Obligations

Recipient will (a) use Confidential Information only to exercise its rights and perform its obligations under these Terms, (b) protect Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care, and (c) disclose Confidential Information only to its personnel and professional advisers who need to know it and who are bound by confidentiality obligations no less protective than these.

9.3 Exclusions

Confidential Information does not include information that (a) is or becomes public other than by breach of these Terms, (b) was rightfully known to Recipient without restriction before disclosure, (c) is rightfully obtained from a third party without restriction, or (d) is independently developed by Recipient without use of or reference to the Discloser's Confidential Information.

9.4 Compelled disclosure

Recipient may disclose Confidential Information to the extent required by law or a court or regulator, provided that, where lawful, Recipient gives Discloser reasonable prior notice and cooperates with Discloser's efforts to obtain a protective order.

10. Intellectual Property

10.1 Support Fusion IP

Support Fusion and its licensors own all right, title and interest in and to the Services, including all software, code, models, algorithms, user interfaces, designs, documentation, trade marks and any improvements, enhancements or derivative works of the foregoing, and all intellectual property rights in any of them. No rights are granted to Customer other than the limited rights expressly set out in these Terms.

10.2 Feedback

If Customer provides suggestions, ideas, enhancement requests, recommendations or other feedback regarding the Services, Customer grants Support Fusion a perpetual, irrevocable, royalty-free, worldwide licence to use and incorporate such feedback into the Services and any other Support Fusion products and services, without obligation to Customer.

10.3 Reservation

All rights not expressly granted are reserved.

11. Warranties; Disclaimers; Australian Consumer Law

11.1 Mutual warranties

Each party warrants that it has full corporate power and authority to enter into and perform these Terms.

11.2 Disclaimer

To the maximum extent permitted by law, and except as expressly set out in these Terms, the Services are provided "as is" and "as available", and Support Fusion makes no representations or warranties of any kind, whether express, implied, statutory or otherwise, including any implied warranties or conditions of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title or non-infringement. Without limiting the foregoing, Support Fusion does not warrant that the Services will be uninterrupted, error-free, secure, free of harmful components or compatible with any particular Connected System or configuration, or that the Services will route every ticket without delay, error or omission.

11.3 Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy conferred on Customer by the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) ("ACL") or any other law that cannot lawfully be excluded, restricted or modified. Where a guarantee under the ACL applies and the relevant goods or services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, Support Fusion's liability for failure to comply with that guarantee is limited, at Support Fusion's election, to (a) in the case of goods, replacement or repair of the goods, the supply of equivalent goods or payment of the cost of any of these; or (b) in the case of services, supplying the services again or payment of the cost of having the services supplied again.

12. Indemnification

12.1 By Customer

Customer will defend, indemnify and hold harmless Support Fusion and its affiliates, and their respective directors, officers, employees and agents, from and against any third-party claim, and any losses, damages, liabilities, costs and expenses (including reasonable legal fees) awarded against, or incurred by, the indemnified party in connection with such a claim, to the extent arising out of or relating to (a) Customer Data or Customer's use of the Services in breach of these Terms or applicable law, (b) Customer's breach of Section 4 (Acceptable Use) or Section 6.1 (third-party licences), or (c) any dispute between Customer and any operator of a Connected System, any end customer of Customer or any service provider of Customer.

12.2 Procedure

The indemnified party will (a) promptly notify the indemnifying party of the claim (provided that failure to do so will not relieve the indemnifying party except to the extent it is materially prejudiced), (b) give the indemnifying party sole control of the defence and settlement, provided that no settlement may impose any liability or admission on the indemnified party without its prior written consent (not to be unreasonably withheld), and (c) provide reasonable cooperation at the indemnifying party's expense.

13. Limitation of Liability

13.1 Exclusion of indirect damages

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, goodwill, anticipated savings, business opportunity or data, however arising and whether in contract, tort (including negligence), under statute or otherwise, and whether or not the party was advised of the possibility of such damages.

13.2 Aggregate cap

To the maximum extent permitted by law, Support Fusion's total aggregate liability arising out of or relating to these Terms or the Services, whether in contract, tort (including negligence), under statute or otherwise, will not exceed the total fees paid by Customer to Support Fusion under these Terms in the twelve (12) months immediately preceding the event giving rise to the liability.

13.3 Carve-outs

The exclusions and cap in this Section 13 do not apply to (a) Customer's payment obligations under Section 7, (b) either party's indemnification obligations under Section 12, (c) either party's breach of Section 9 (Confidentiality), (d) Customer's breach of Section 4 (Acceptable Use) or Section 10 (Intellectual Property), (e) death or personal injury caused by a party's negligence, or fraud or fraudulent misrepresentation by a party; or (f) liability that cannot be excluded or limited under applicable law (including the ACL).

13.4 Basis of the bargain

The parties acknowledge that the fees reflect the allocation of risk in these Terms and that the limitations in this Section 13 are an essential basis of the bargain.

14. Governing Law and Dispute Resolution

14.1 Governing law

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws in force in New South Wales, Australia, without regard to conflict-of-laws principles. Nothing in these Terms excludes, restricts or modifies any consumer-protection or other law of the jurisdiction in which Customer is located that applies to Customer and cannot lawfully be excluded, restricted or modified by agreement; the choice of New South Wales law applies to the fullest extent permitted by such law.

14.2 Jurisdiction

Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and the courts competent to hear appeals from them, in respect of any dispute, claim or proceeding arising out of or in connection with these Terms or the Services, and waives any objection to venue or forum non conveniens. Notwithstanding the foregoing, Support Fusion may bring proceedings (a) to recover unpaid fees, (b) to protect or enforce its intellectual property or Confidential Information, or (c) for urgent injunctive or equitable relief, in any court of competent jurisdiction, including the courts of the jurisdiction in which Customer is located or in which Customer's assets are situated.

14.3 Good-faith discussions

Before commencing proceedings (other than for urgent injunctive or equitable relief), the parties will use good-faith efforts for a period of at least 20 business days to resolve any dispute through escalation between authorised representatives.

14.4 Exclusion of UN conventions

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

14.5 Waiver of jury trial and class actions

To the maximum extent permitted by applicable law, if any dispute arising out of or relating to these Terms or the Services is heard in a court that empanels juries, each party irrevocably waives any right to a trial by jury. To the maximum extent permitted by applicable law, each party agrees that disputes will be resolved on an individual basis and waives any right to bring or participate in any class, collective or representative action.

15. Notices and Changes

15.1 Notices to Customer

Support Fusion may give notices to Customer by email to the address associated with Customer's account, by posting in the Services, or by any other reasonable means. Notices are deemed given on the day sent (if by email or in-service) or the next business day (if by post).

15.2 Notices to Support Fusion

Customer must give legal notices to Support Fusion at Support Fusion Pty Ltd, Level 2/88 Jolimont St, East Melbourne VIC 3002, Australia, with a copy by email to legal@suppfusion.com (or such other address as Support Fusion may notify).

15.3 Changes to these Terms

Support Fusion may amend these Terms from time to time. If a change is material, Support Fusion will give Customer at least 30 days' prior notice (by email or through the Services). Changes take effect on the date specified in the notice. Customer's continued use of the Services on or after the effective date constitutes acceptance of the amended Terms. If Customer does not agree, Customer's exclusive remedy is to terminate these Terms in accordance with Section 8.2 before the change takes effect.

16. General

16.1 Entire agreement

These Terms, together with any Order and any document expressly incorporated by reference, constitute the entire agreement between the parties with respect to the Services and supersede all prior or contemporaneous agreements, representations and understandings, whether written or oral, on that subject.

16.2 Order of precedence

In the event of conflict, an Order signed by both parties controls over these Terms with respect to the subject matter of that Order, and these Terms control over any Support Fusion online policy or documentation, in each case unless expressly stated otherwise.

16.3 Assignment

Customer may not assign or transfer these Terms or any rights or obligations under them, by operation of law or otherwise, without Support Fusion's prior written consent. Support Fusion may assign these Terms in connection with a merger, acquisition, reorganisation or sale of all or substantially all of its assets. Any prohibited assignment is void.

16.4 Force majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government action, internet or telecommunications failures, or failures of Connected Systems or other third-party services.

16.5 Independent contractors

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary or employment relationship.

16.6 No third-party beneficiaries

These Terms do not create any rights in favour of any person other than the parties.

16.7 Waiver and severability

A failure or delay in exercising any right is not a waiver. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent.

16.8 Counterparts; electronic acceptance

These Terms may be accepted electronically, including by click-through, and any Order may be signed in counterparts (including by electronic signature), each of which is deemed an original and which together constitute one agreement.

16.9 Contact

Questions about these Terms may be addressed to legal@suppfusion.com.