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, notes, uploaded documents, AI prompts, and information imported through connected services.
• 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.
• Be responsible for activity authorised by the Subscriber or its Authorised Users, and take reasonable steps to prevent unauthorised access. The Subscriber is not responsible for unauthorised activity to the extent caused by Continual's breach of these Terms or failure to use reasonable care.
• 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 may modify or discontinue the free trial offering for future trials. A trial already agreed with the Subscriber will continue for its agreed duration, subject to these Terms.

5. Subscriptions, Fees and Payment

Subscription fees are based on the number of active production lines and the selected Subscription Plan, with monthly or annual billing as agreed. Changes to the number of active lines are reflected at the next billing cycle unless otherwise agreed in writing. By providing payment details, the Subscriber authorises Continual to charge the applicable fees at the start of each Subscription Period. Where invoice billing is agreed, the payment terms stated in the agreed order apply.

• Subscriptions automatically renew at the end of each Subscription Period unless cancelled before renewal in accordance with the Term and Termination section below.
• Fees are exclusive of GST and any other applicable taxes, which will be added where required by law.
• Price changes will apply from a renewal date, with at least 30 days' prior notice. They will not change the fees for a Subscription Period already paid for. The Subscriber may cancel before the affected renewal if it does not accept the new price.
• Refunds are not provided for partially used Subscription Periods, except as expressly provided in these Terms, agreed in writing, or required by applicable law, including Australian Consumer Law.
• If an undisputed payment remains overdue, Continual may suspend access after giving written notice of the overdue amount and at least 14 days to pay. Termination for non-payment follows the same notice and remedy process set out below. The parties will work in good faith to resolve any payment dispute promptly.

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 may suspend or terminate access for a breach of these requirements in accordance with the Term and Termination section below. Any suspension will be proportionate to the breach or risk.

7. Intellectual Property, AI and Integrations

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 its rights in Customer Data. The Subscriber grants Continual a limited licence to host, copy, transmit, and process Customer Data, including through service providers, as necessary to provide and secure the Services and carry out the Subscriber's instructions. The Subscriber must have the rights and permissions needed for this processing, including for uploaded manuals, images, and information from connected services. Third-party material remains subject to its owners' rights. We do not use customer data to train our own models.

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

AI-assisted features

Some features use external AI services to process prompts, documents, images, and relevant maintenance information. The Privacy Policy describes this processing and lists the service providers. AI-generated responses, suggested checks, and reports may contain errors or omissions and may not be unique. The Subscriber may use, copy, and adapt outputs for its business purposes, including after its subscription ends; to the extent Continual holds rights in those outputs, it grants permission for that use. This does not transfer ownership of the Platform or override third-party rights.

The Subscriber must have appropriately qualified personnel review AI outputs before relying on them or implementing maintenance instructions. The Services support, and do not replace, professional judgement, equipment manufacturers' instructions, risk assessments, or workplace safety procedures, including safe isolation of equipment. These responsibilities do not exclude Continual's obligations under these Terms or applicable law.

Connected services

When the Subscriber enables an integration, it authorises Continual to exchange information with that service and carry out actions within the permissions and instructions it provides. The Subscriber must have authority to connect the service, comply with its applicable terms, and review proposed actions where approval is requested. Third-party services are operated by their providers and may change or become unavailable. The Subscriber can revoke an integration's access, but doing so does not undo information already transferred or actions already completed.

8. Confidentiality

Each party may disclose confidential information to the other in connection with these Terms. Each party will protect the other's confidential information with reasonable care and use it only for the purposes contemplated by the agreement. A party may disclose it to personnel, professional advisers, and service providers who need access for those purposes and are subject to confidentiality obligations. This includes the providers listed in the service-provider section of the Privacy Policy. Each party remains responsible for compliance with these confidentiality obligations by recipients it engages. Other disclosures require the disclosing party's prior written consent, except as permitted below.

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, where legally permitted, prompt notice is given to allow the other party to seek a protective order. Any legally required disclosure will be limited to what is required. These confidentiality obligations continue after the agreement ends.

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 generally determines the purposes of processing personal information in Customer Data, and Continual processes that information on its behalf to provide the Services. Where applicable data protection law uses these terms, the Subscriber generally acts as controller and Continual as processor. Continual also processes account, billing, support, security, and analytics information for its own purposes as described in the Privacy Policy.

The Subscriber must provide appropriate notices to its users, establish a lawful basis for processing, and obtain consent where required by law, including for employee and contractor information. Continual remains responsible for its own legal obligations. The Privacy Policy describes analytics and session recordings in both the web portal and mobile app; accepting these Terms does not replace any consent required for that collection.

For Customer Data processed on the Subscriber's behalf, Continual will follow the Subscriber's documented lawful instructions, including its configuration and use of the Services, unless processing is required by law. Continual will maintain reasonable technical and organisational safeguards and notify the Subscriber without undue delay after becoming aware of a personal data breach affecting that data. The parties will cooperate on applicable privacy requests and incident responses.

The Subscriber authorises the use of service providers listed in the Privacy Policy to deliver the Services, subject to applicable law and any agreed data processing agreement. Where applicable law requires additional processing terms, including under Article 28 of the GDPR, the parties must enter into an appropriate data processing agreement before the relevant processing begins. That agreement will address matters such as processing instructions, confidentiality, security, subprocessors, international transfers, assistance, audit rights, and the return or deletion of data. This section and the Privacy Policy do not replace that agreement.

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.

• The Subscriber may cancel renewal at any time before the next Subscription Period begins by emailing support@continualapp.com. Cancellation takes effect at the end of the current paid period. Continual may choose not to renew by giving at least 30 days' written notice.
• Either party may terminate if the other materially breaches the agreement and fails to remedy the breach within 14 days of written notice describing it. For non-payment, this applies to undisputed amounts and the notice must identify the overdue amount and allow at least 14 days to pay.
• Continual may suspend affected access immediately where reasonably necessary to address illegal use or a material security or safety risk. It will explain the reason where legally permitted and practicable, and restore access once the issue is resolved. Termination will follow the notice and remedy process above unless continued service would be unlawful or the material breach cannot be remedied.

Upon termination, normal access to the Platform will cease. For 30 days afterwards, the Subscriber may request an export of its Customer Data by contacting support@continualapp.com, including where account access has ended. Continual will arrange the export after verifying the requester's authority. The Subscriber should request any required export within that window.

After that window, Customer Data may be deleted, subject to applicable law and any agreed data processing agreement. Account and usage records, support communications, diagnostic records, and backup copies may be retained for different periods as described in the Privacy Policy. The export window is not a promise that all copies are permanently deleted on day 30. Information retained after termination remains subject to applicable confidentiality and data protection obligations.

If the Subscriber terminates for Continual's unremedied material breach, Continual will refund prepaid fees for the unused portion of the terminated Services. This does not limit any other remedy available under applicable law.

15. Changes to These Terms

Continual may update these Terms from time to time. Material changes will be communicated via email or an in-platform notification at least 30 days before they take effect. If a material change adversely affects the Subscriber, it may terminate by written notice before the change takes effect and receive a refund of prepaid fees for the unused period after termination. The ordinary cancellation notice and no-partial-refund provisions do not restrict this right. Continued use after the effective date constitutes acceptance of the updated Terms. Price changes follow the renewal rules in the Subscriptions, Fees and Payment section. An update to these Terms does not override a signed agreement's amendment requirements.

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, the Privacy Policy, and any proposal, order form, data processing agreement, or service-level agreement expressly agreed in writing by both parties form the agreement for the Services. For any inconsistency, an agreed data processing agreement takes precedence for personal data processing; an agreed service-level agreement takes precedence for service levels; and a signed proposal or order form takes precedence for the applicable commercial terms. These Terms then apply, followed by the Privacy Policy. A signed agreement may expressly specify a different order of precedence. These documents supersede prior discussions on the same subject, without excluding rights or remedies that cannot lawfully be excluded.
• 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.