Terms of Service

1. About Continual

Continual provides a cloud-based autonomous maintenance software platform ("Platform") that helps manufacturing businesses implement, track, and optimise maintenance programs for their production lines. Our services include the web portal, mobile application, API access, and any related documentation or support services (collectively, the "Services").

Continual is an Australian-based company. These Terms constitute a legally binding agreement between Continual and the Subscriber.

2. Definitions

• Subscriber means the business entity or organisation that creates and holds a Continual account.
• Authorised User means any individual granted access to the Platform by the Subscriber, including employees, contractors, and operators.
• Customer Data means any data, content, or information submitted to the Platform by or on behalf of the Subscriber or its Authorised Users, including check results, photos, and notes.
• Subscription Plan means the plan selected by the Subscriber, as set out on the pricing page or order confirmation.
• Subscription Period means the billing cycle (monthly or annual) applicable to the Subscriber's plan.

3. Account Registration and Access

To access the Services, the Subscriber must create an account and provide accurate, complete, and current information. The Subscriber agrees to:

• Ensure that all account information is kept accurate and up to date.
• Maintain the security of login credentials and not share them with unauthorised parties.
• Accept responsibility for all activity that occurs under the account, whether or not authorised.
• Notify Continual promptly of any suspected unauthorised access or security breach.

The Subscriber is responsible for ensuring that Authorised Users comply with these Terms. The person accepting these Terms on behalf of the Subscriber represents that they have authority to bind the organisation.

4. Free Trial

Continual offers a one-month free trial for new Subscribers. No credit card is required to commence a trial. At the end of the trial period, the Subscriber may continue by selecting a paid Subscription Plan. If no plan is selected, access to the Platform will be suspended.

Continual reserves the right to modify or discontinue the free trial offering at any time.

5. Subscriptions, Fees and Payment

Subscription fees are charged per production line, per month, in accordance with the Subscriber's selected Subscription Plan. By providing payment details, the Subscriber authorises Continual to charge the applicable fees at the start of each Subscription Period.

• Subscriptions automatically renew at the end of each Subscription Period unless cancelled in advance.
• Fees are exclusive of GST and any other applicable taxes, which will be added where required by law.
• Price changes will be communicated to Subscribers at least 30 days before taking effect. Continued use of the Services after a price change constitutes acceptance of the new pricing.
• Refunds are not provided for partially used Subscription Periods, except where required by Australian Consumer Law.
• Continual reserves the right to suspend access to the Services if payment is not received within 14 days of the due date.

6. Acceptable Use

The Subscriber and its Authorised Users may only use the Services for lawful purposes and in accordance with these Terms. The following conduct is prohibited:

• Uploading, transmitting, or storing content that is unlawful, harmful, defamatory, or infringes the rights of any third party.
• Attempting to gain unauthorised access to any part of the Platform or its underlying systems.
• Reverse engineering, decompiling, or disassembling the Platform or any part of it.
• Reselling, sublicensing, or otherwise commercialising access to the Services without prior written consent from Continual.
• Introducing malicious code, viruses, or software that may damage or disrupt the Platform.
• Using the Platform in a way that places unreasonable load on its infrastructure.
• Impersonating any person or entity, or misrepresenting your affiliation with any person or entity.

Continual reserves the right to suspend or terminate access for any Subscriber or Authorised User found to be in breach of these requirements.

7. Intellectual Property

All intellectual property rights in the Platform, including its software, design, functionality, trademarks, and documentation, remain the exclusive property of Continual. These Terms grant the Subscriber a limited, non-exclusive, non-transferable licence to access and use the Platform solely for the Subscriber's internal business operations during the Subscription Period.

The Subscriber retains all rights, title, and ownership in and to Customer Data. By using the Platform, the Subscriber grants Continual a limited licence to process Customer Data solely for the purpose of providing the Services.

If the Subscriber provides feedback, suggestions, or ideas regarding the Platform, Continual may use such feedback without any obligation or compensation to the Subscriber.

8. Confidentiality

Each party may disclose confidential information to the other in connection with these Terms. Each party agrees to keep the other's confidential information secure, to use it only for the purposes contemplated by these Terms, and not to disclose it to any third party without prior written consent.

These obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order, provided prompt notice is given to allow the other party to seek a protective order.

9. Privacy and Data

Continual collects and processes personal information in accordance with its Privacy Policy, available at continualapp.com/privacy, which is incorporated into these Terms by reference.

The Subscriber is responsible for ensuring it has obtained all necessary consents from its employees and contractors before their personal information is submitted to the Platform, and that it complies with all applicable privacy and data protection laws in connection with its use of the Services.

10. Service Availability and Support

Continual aims to maintain high availability of the Platform but does not guarantee uninterrupted or error-free service. Scheduled maintenance will be communicated in advance where practicable, and Continual will use reasonable efforts to resolve disruptions promptly.

Support is provided by email for all Subscribers. Response times and support levels vary by Subscription Plan, as described on the pricing page. Enterprise customers may be entitled to additional support arrangements as agreed in writing.

11. Warranties and Disclaimers

The Services are provided in good faith, and Continual will use reasonable care and skill in delivering them. However, to the extent permitted by law, Continual does not warrant that the Platform will be uninterrupted, error-free, or fit for any particular purpose beyond what is described in these Terms.

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee or right under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010) that cannot lawfully be excluded.

12. Limitation of Liability

To the fullest extent permitted by law, Continual's total liability to the Subscriber for any claims arising under or in connection with these Terms will not exceed the total fees paid by the Subscriber in the twelve months preceding the event giving rise to the claim.

In no event will Continual be liable for any indirect, incidental, special, consequential, or punitive loss or damage, including loss of profits, loss of revenue, loss of data, or business interruption, even if advised of the possibility of such damages.

Where the Australian Consumer Law applies and the Services are supplied to a Subscriber acquiring them for business purposes, Continual's liability for breach of any non-excludable guarantee may be limited, at Continual's option, to re-supplying the Services or paying the cost of having the Services re-supplied.

13. Indemnification

The Subscriber agrees to indemnify, defend, and hold harmless Continual and its officers, directors, employees, and agents from any claims, losses, damages, or expenses (including reasonable legal fees) arising from: (a) the Subscriber's or its Authorised Users' use of the Services in violation of these Terms; (b) Customer Data that infringes the rights of any third party; or (c) the Subscriber's breach of any applicable law.

14. Term and Termination

These Terms commence when the Subscriber creates an account and continue for the duration of the Subscription Period, automatically renewing unless cancelled.

• Either party may terminate by providing 30 days' written notice prior to the end of the then-current Subscription Period.
• Continual may suspend or terminate access immediately if the Subscriber materially breaches these Terms and fails to remedy the breach within 14 days of written notice.
• Continual may terminate access immediately in cases of non-payment, illegal use, or conduct that poses a risk to the Platform or other users.

Upon termination, the Subscriber's access to the Platform will cease. Customer Data will be available for export for 30 days following termination, after which it may be deleted. The Subscriber is responsible for exporting any required data within this window.

15. Changes to These Terms

Continual may update these Terms from time to time. Material changes will be communicated to Subscribers via email or an in-platform notification at least 30 days before they take effect. Continued use of the Services after the effective date constitutes acceptance of the updated Terms. If the Subscriber does not agree to the changes, they may terminate their subscription before the effective date.

16. Governing Law and Disputes

These Terms are governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales for any disputes arising under or in connection with these Terms, without prejudice to Continual's right to seek injunctive or other equitable relief in any jurisdiction.

Before commencing any legal proceedings, the parties agree to attempt in good faith to resolve any dispute through direct negotiation for a period of 30 days from written notice of the dispute.

17. General

• Entire agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements or representations.
• Severability. If any provision of these Terms is found to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.
• No waiver. Failure by either party to enforce any provision of these Terms will not constitute a waiver of that party's right to enforce it at any future time.
• Assignment. The Subscriber may not assign or transfer its rights or obligations under these Terms without Continual's prior written consent. Continual may assign its rights in connection with a merger, acquisition, or sale of substantially all its assets.
• Force majeure. Neither party will be liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, government actions, power failures, or failures of third-party infrastructure providers.

18. Contact Us

If you have any questions about these Terms, please contact us at support@continualapp.com.