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This End User License Agreement (EULA) is our contract with you. It contains our commitment to you, as your Time and Attendance software provider. It also contains your obligations, as a user of the TurnPoint Platform.
Welcome to TurnPoint Software, nice to meet you!
Before you start your journey to eliminate busywork, we do need you to look through and accept these terms. We’ve done our best to explain it all without using too much jargon, so it’s clear what we expect from you and what you can expect from us. These are your legal rights and obligations, so please do read everything. If you can’t agree to our terms, then you can’t use our software.
These terms and conditions are current as of 9 January 2022.
This section describes the terms that apply to your use of the TurnPoint Software Platform.
This page describes the legal rights and obligations that apply to your use of the TurnPoint Software website at turnpointcare.com.au (“TurnPoint website“), mobile applications, services, content, subscriptions, accounts, benefits and offers as available through or as described on the TurnPoint Website or agreed between us from time to time (“TurnPoint Platform“).
The terms on this page (“General Terms”) together with the terms referred to in clause 1 below are referred to as “Terms“. Please read these Terms carefully as they will apply if you use the TurnPoint Platform.
1. Other Terms: Other terms or policies may also apply to specific services, content or benefits offered through the TurnPoint Platform. These include:
2. Priority of Terms: If there is any inconsistency between the terms that apply to specific services available through the TurnPoint Platform (including those referred to above in clause 1) and these General Terms, the terms in the service specific terms will take priority in relation to those specific services.
3. Updated Terms: We are always improving the TurnPoint Platform. We may amend or add to these Terms from time to time by posting our updated Terms to the TurnPoint Website. If you have an account with us (“TurnPoint Account“) we may also notify you of any changes through your account or by email. Please check the TurnPoint Website from time to time for changes.
4. Adverse Changes: If we have notified you, or you otherwise become aware of, a change in the Terms that adversely affects your use of the TurnPoint Platform and you do not agree with the change, please notify us by emailing support@turnpointcare.com.au within 30 days of receiving notice of, or otherwise becoming aware of, the amended Terms. We may, at our discretion, notify you that we agree to allow you to continue to use some or all the TurnPoint Platform in accordance with the previously agreed Terms for the period set out in that notice. If we do not notify you that we agree to your continuing to use the TurnPoint Platform on the previously agreed Terms within 14 days of your notification, you may terminate your account with us and stop using the TurnPoint Platform within 30 days of the date you first notified us. If you continue to use the TurnPoint Platform you agree to the amended Terms.
5. Reseller Orders: If you purchase a subscription to the TurnPoint Platform through an TurnPoint Platform reseller, you must comply with these Terms as well as any terms imposed on you by the reseller. Resellers are not authorised to make promises on TurnPoint Software’s behalf, and to the extent permitted by law, we are not bound by any obligations to you other than those specified in these Terms.
This section describes who these Terms apply to:
6. Customers: “Customers” are companies or individuals that use or purchase services or subscriptions from the TurnPoint Platform for business purposes. Customers may include employers, business owners and companies engaging contractors. Customers are responsible for paying any fees that apply to use of the TurnPoint Platform. If you are agreeing to these Terms on behalf of your company then “Customer” or “you” means your company, and you are binding your company to these Terms.
7. Users: A “User” is an individual who accesses the TurnPoint Platform whether on behalf of a Customer or on their own behalf and includes Customer’s employees, visitors to the TurnPoint Website, employers, administrators, employees or former employees who continue to access the TurnPoint Platform after leaving the employer that provided them with an TurnPoint Account and third party contractors working for Customers. If you are a User, then “User” or “you” means you, you must accept these Terms and all Terms apply to you except those that state that they apply to Customers.
8. TurnPoint Software: By using the TurnPoint Platform or agreeing to an Order you are entering into an agreement with TurnPoint Software Pty Ltd (ABN 89 605 887 536).
9. The Contracting TurnPoint Software Entity applicable is referred to as “TurnPoint Software”, “we” or “us” in these Terms.
This section provides information about your TurnPoint Software Account.
10. Accessing the TurnPoint Software Platform: You may need to create an TurnPoint Account with us to access some of the subscriptions, services, content, benefits or offers available from the TurnPoint Platform. Customers who have created an TurnPoint Account may grant Users permission to create their own accounts using the TurnPoint Platform functionality.
11. User Accounts: If you are a User who has been granted access to an TurnPoint Account you must comply with these Terms.
12. Protect your login information: You must keep your username and password secure and not let anyone access your TurnPoint Account. If you have activated biometric authentication (for example finger print or facial recognition or voice recognition) on a device, you are responsible for safeguarding your biometric identifier. You must notify us of any actual or suspected unauthorised use of your TurnPoint Account or if you suspect someone has access to your login credentials (including your biometric identifier). You are responsible for all actions and losses arising from use of your TurnPoint Account as a result of your failure to keep your information secure and confidential.
13. Responsibility of Customers: Customers are responsible for all actions and losses arising from the Customer’s TurnPoint Account and any TurnPoint Accounts it has granted to Users.
This section sets out your rights and obligations when using the TurnPoint Software platform.
14. Right to use TurnPoint Software Platform: We grant you the right to use the TurnPoint Platform for internal business purposes only based on the subscriptions and services that have been purchased or signed up for, your role and the access level that you have been granted.
15. Ownership of TurnPoint Platform: We own all rights in everything on the TurnPoint Platform except content that is owned by others such as content and information you provide when using the TurnPoint Platform. This includes copyright, trade marks, the design, compilation and look and feel of the TurnPoint Platform and all other intellectual property. You must not copy, distribute, modify or make copies of the TurnPoint Platform or any content on the TurnPoint Platform or use any of our intellectual property rights except as permitted by these Terms or expressly permitted by us in writing.
16. TurnPoint Templates: From time to time we may make available templates of documents including standard agreements, policies, performance and coaching reviews, standard report templates and surveys (“TurnPoint Templates”). You may copy, distribute, or modify TurnPoint Templates for your internal business purposes only.
17. Pre-release or beta versions: We may make pre-release or beta versions of products or services available to you. These products and services may be still under development and may be inoperable or incomplete and contain more errors and bugs than our generally available services or products. Because of the nature of these services, you use them at your own risk.
18. Third Party Services: Some of the services available through the TurnPoint Platform are provided by other companies (“Third Party Services“) and you must agree to any additional terms or fees that may apply to those services. Use of Third Party Services are subject to the terms and privacy policies set by the Third Party Service provider. You should make sure you understand the terms and how the Third Party Service provider may use your data and personal information before using the Third Party Services.
19. Restrictions: Below is a list of things you must not do:
20. Remedies: If we reasonably believe that an Infringement Claim under clause 20 may bar your use of the TurnPoint Platform, we will either obtain the right to keep using the TurnPoint Platform, or modify or replace the TurnPoint Platform with a functional equivalent. If either of these options would cause unreasonable costs to us, we may terminate your right to use the infringing TurnPoint Platform content or service and we will reimburse the corresponding proportion of prepaid subscription fees for the terminated TurnPoint Platform content or service on a pro-rata basis.
21. Limitations: We are not liable if the Infringement Claim results from i) use of the TurnPoint Platform in violation of these Terms or against our written instructions, ii) alteration of the TurnPoint Platform service or content by you or the Customer not authorised by us, iii) our compliance with your or the Customer’s express written instructions, iv) use of the TurnPoint Platform in combination with any product or service not provided by us if the TurnPoint Platform would not infringe without such combination.
22. Exclusive Remedy: Clauses 20 and 21 state your sole and exclusive rights and remedy with respect to Infringement Claims.
This section provides information about additional services we may offer.
23. Additional Services: We may offer certain additional services related to the TurnPoint Platform such as implementation services, data cleansing services, training services, advisory services, development of template documents or employee services (“Additional Services“). These Additional Services will be specified in more detail in an Order, a statement of work or on the TurnPoint Website. Additional fees and terms in addition to these Terms may apply to our Additional Services.
24. Schedules: We will use reasonable efforts to meet any specific time schedules mutually agreed by the parties in writing for any Additional Services.
The section explains your obligation to pay fees and information about subscriptions and free services.
25. Fees: Pricing for our Subscriptions (defined in clause 26 below) and other services and content offered through the TurnPoint Platform are as set out on the TurnPoint Website unless otherwise agreed with you in writing.
26. Subscriptions: Services and content on the TurnPoint Platform may be offered on a paid subscription basis to Customers (“Subscriptions“). Customer’s Subscriptions will automatically renew at the end of each Subscription period. Customers can cancel Subscriptions by notifying TurnPoint Software by emailing support@turnpointcare.com.au, in which case the Subscription will end at the end of the then current Subscription period. On termination of a paid Subscription, we may, at our discretion, offer to downgrade the Subscription to a free Service offered by us if applicable. If a Customer has agreed to a minimum term with us, then the Customer cannot terminate the Subscription for convenience before the end of that minimum term.
27. No-charge Services: We may offer services at no charge such as fee-free basic accounts, free trials or access to beta versions (“No-charge Services“). Your use of No-charge Services may be subject to additional terms that we specify and may be available only for a limited time period. We may change, suspend or terminate your right to use No-charge Services at any time at our sole discretion.
28. Trial Periods: If a Customer has signed up for fee-free trial period for any of our Subscriptions, the Subscription will automatically renew at the end of the trial period and the Customer will be charged the applicable Subscription fee, unless the Subscription is terminated prior to the end of the fee-free trial period.
29. Payment Methods: TurnPoint Software will render an invoice to you for the subscription monies owing. Invoices will be rendered monthly, and directed to the address provided within your Order Form. You may change the address for invoicing at any time by emailing support@turnpointcare.com.au. You may be required as part of the registration process or prior to accessing parts of the TurnPoint Platform provide a valid payment method or other payment information (such as payment card details). If you provide such payment information you authorise TurnPoint Software to process payments using that payment method for Subscriptions or services purchased from us. Please ensure that any payment information you provide to us remains up to date. If you miss a payment, we reserve the right to suspend your access to paid Subscriptions and the TurnPoint Platform or suspend the provision of services until the payment is made.
30. Invoicing and Payment of Subscriptions:You will be invoiced monthly in arrears on the 1st day of each month commencing on the first full month after you sign up. Payment terms are net 14 days from invoice (14th of the month).
31. Taxes: All fees disclosed on the TurnPoint website are exclusive of Goods and Service Taxes, Value Added Taxes, Sales Taxes and any other applicable taxes and duties, unless expressly stated otherwise. You are responsible for paying us the amount of any such taxes or duties that apply.
32. Changes to Fees: We may change the pricing of our Subscriptions and services by providing 30 days written notice to you. Price changes for Subscriptions will take effect at the start of the next Subscription period following the date of the price change. If you continue to use the TurnPoint Platform after the price change takes effect, you accept the new price.
This section describes how we will deal with your personal and confidential information, and how you should protect our confidential information.
33. Your Data: The Customer or the relevant User owns the data, information and content entered or upload to the TurnPoint Platform by Users or Customers (“Your Data“). You grant us a licence to use Your Data for the purpose of providing services under these Terms, to enable you to use the TurnPoint Platform, to allow us to improve the TurnPoint Platform, to carry data analytics using de-identified aggregated data, to communicate with about the TurnPoint Platform and our services and to send information we think may be of interest to you.
34. Use of Personal Data: We take your privacy and data protection seriously and we will comply with applicable data protection and privacy laws. In addition to these Terms, our Privacy Policy sets out in detail how we deal with personal data that you enter or upload to the TurnPoint Platform or otherwise provide to us. By agreeing to these Terms you consent to our use of Your Data as described in our Privacy Policy.
35. Other People’s Information: If you enter or upload another person’s personal information, confidential information or intellectual property to the TurnPoint Platform (including information about your employees), you must ensure that you have the rights as an employer or you made any required notifications and gained necessary consents to allow us to store and use that personal information, confidential information and intellectual property as required to provide the TurnPoint Platform services and as permitted by these Terms. You indemnify us, our Associated Entities and our directors, officers, employees, agents and licensors against all losses and costs (including legal costs), third-party claims, expenses or liability that arise out of your failure to comply with this clause.
36. Removal and Suspension: We have no obligation to monitor Your Data uploaded to the TurnPoint Platform. However we have the right to (but we are not obliged to) remove Your Data or suspend or terminate your access to the TurnPoint Platform if we consider that Your Data contravenes these Terms or any law or in response to a take-down request or allegation that Your Data breaches any persons intellectual property or other rights. We are not liable for any losses you may incur if we take any actions permitted by these Terms.
37. Our Confidential Information: While using the TurnPoint Platform you may have access to our confidential information such as information that is not publicly available about our business, operations, trade secrets, technical information, non-public pricing information, information about the characteristics, features and performance of pre-release or beta versions. You agree to protect our confidential information and not to share it without our express written permission unless required to by law.
38. Your Confidential Information: We will protect your confidential information that you provide to use and only use it to perform our obligations under these Terms and as permitted by these Terms. We may also disclose your confidential information to our Associated Entities for the purpose of providing you with additional information about the TurnPoint Platform.
This section describes liability terms between us and both Customers and Users.
39. Warranty Disclaimers: The TurnPoint Platform is provided on an “as is, as available” basis. To the maximum extent permitted by law, TurnPoint Software disclaims all express or implied warranties, guarantees or representations including but not limited to merchantability, reliability, that the TurnPoint Platform will be uninterrupted or error free and fitness for a particular purpose of the TurnPoint Platform including any content, services and products or that the TurnPoint Platform will meet your requirements. We do not warrant that all features of the TurnPoint Platform will continue to be available, or that features will be developed in the future.
40. TurnPoint Platform does not provide advice: Some parts of the TurnPoint Platform may include general summaries of the law, contract templates or tools to assist with compliance which may not deal with or be applicable to your circumstances. We use reasonable efforts to create content and services that comply with applicable laws in a general way, but content and services provided through the TurnPoint Platform does not constitute legal, financial, accounting or taxation advice, and nor should it be relied upon as such by you. You are responsible for compliance with the workplace, tax and other laws that apply to you or your business and you should obtain independent legal and tax advice if required. Except for liability that cannot be excluded or limited by law, we exclude liability for losses, costs, third-party claims, regulatory penalties, expenses or liability arising from or relating to legal, tax, accounting or compliance issues associated with your use of the TurnPoint Platform.
41. You indemnify us: You indemnify us, our Associated Entities and our directors, officers, employees, agents and licensors against all losses and costs (including legal costs), third-party claims, expenses or liability (“Losses“) that arise out of or relate to your use of the TurnPoint Platform or any Third Party Service (except to the extent the Losses were caused by our breach of these Terms or our negligence).
42. Liability Exclusions: Except for liability that cannot be excluded or limited by law, and except for your indemnity in clauses 37 and 43 each party excludes liability for loss of profits or revenue, loss of goodwill, damage to reputation, loss of anticipated savings, loss or corruption of data, loss, penalties or expenses arising from legal, tax or accounting compliance issues and any indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.
43. Limitation of liability: Our total aggregate liability to you under this Agreement and in connection with the TurnPoint Platform (including in connection with any Additional Services) is limited to direct damages up to the total paid by you to us during the 6 month period preceding the first event that gave rise to our liability under these Terms.
44. Consumer Laws: You may have the benefit of non-excludable warranties, guarantees or other rights provided under applicable laws in your jurisdiction (“Non-excludable Conditions“). These Terms are subject to any Non-Excludable Conditions that apply to you. Our liability for a Non-excludable Conditions is limited, at our option, to the cost of replacing or paying for the costs of replacing the relevant goods or services (except if the liability for any Non-excludable Conditions cannot be so limited by law, in which case our liability for that Non-excludable Condition will be limited to the extent permitted by law).
This section sets out information about the term and termination and suspension rights.
45. Subscription Periods: If you are a Customer using an TurnPoint Platform paid Subscription, the Subscription continues for the Subscription period you have paid for and will automatically renew at the end of each Subscription period on a monthly basis unless either party provides at least 90 days’ notice that that party does not wish to renew your Subscription, provided that a Subscription cannot be terminated under this clause before the end of any minimum term we have agreed in writing (for example, in an Order).
46. Termination: Unless we have agreed on a minimum contract term or minimum notice period in writing such as in an Order, and except in relation to Subscriptions as set out in clause 47 TurnPoint Accounts or access to some or all services associated with the TurnPoint Platform may be terminated by either you or us by providing written notice. If we terminate any services under this clause and you have not breached these Terms, we will refund any prepaid fees that relate to terminated Subscription or services on a pro-rata basis.
47. Termination by us: We may also terminate your access to the TurnPoint Platform (either in whole or in part):
48. Continuation of Terms: These Terms will continue to apply until all your Subscriptions, TurnPoint Accounts and services provided under these Terms or associated with the TurnPoint Platform have terminated.
49. Suspension by us: We may suspend your access to any part of or all of the TurnPoint Platform or the provision of any services under these Terms at our sole discretion including if:
50. Refunds: If any Subscriptions are terminated, or your access to any part or all of the TurnPoint Platform is terminated or suspended, you will not be entitled to a refund of any fees paid other than as specified in these Terms or required by applicable laws.
51. Your data: We have no obligation to store or provide access to Your Data on the TurnPoint Platform after termination of your paid Subscription, your TurnPoint Account or termination of your access to the relevant part of the TurnPoint Platform. We may delete or remove any of Your Data stored on the TurnPoint Platform after three (3) months from the date of termination of your TurnPoint Account. We will not be liable for losses incurred directly or indirectly from the loss of Your Data.
This section sets out other important terms.
52. Publicity Rights: We may refer to Customers as an TurnPoint Software customer on the TurnPoint Website or in our promotional materials. Customers may ask that we stop doing this by emailing us at support@turnpointcare.com.au It may take up to 30 days to process your request.
53. Notices: Any notices under these Terms to us must be sent to us by emailing support@turnpointcare.com.au. We may send legal notices to you by email to the email address you have provided to us or through the notification functionality in your TurnPoint Account.
54. Things beyond our control: We are not liable for any delay or failure to perform obligations under these Terms due to events that are beyond our reasonable control, including without limitation failure of power, telecommunications or data networks, natural disasters, government orders, strikes, wars, epidemics or pandemics.
55. Assignment: If you are a User, the rights given to you under these Terms are personal and you may not assign or transfer your rights or obligations under these Terms without our prior written consent. If you are a Customer, we will not unreasonably refuse our consent if the assignee agrees to be bound by these Terms and we do not consider them to be a financial or other risk. We may assign our rights and obligations under the Terms (in whole or in part) without your consent.
56. Our Relationship: We are independent contractors. Unless the parties explicitly agree in writing otherwise, nothing in these Terms are to be interpreted as forming a partnership between TurnPoint Software and Customers or any Users, or as forming any other type of legal association that would give any Customer or User the right power or authority to bind or create any duty or obligation of TurnPoint Software.
57. Survival of Terms: Any terms that by their nature should continue to apply after termination of these Terms will continue to apply.
58. Governing Law and Disputes: These Terms are governed by the laws of New South Wales, Australia and subject to the exclusive jurisdiction of the courts of New South Wales, Australia. If you have any concerns or complaints about us or the TurnPoint Platform please contact us by emailing support@turnpointcare.com.au. If either of us has a dispute or claim arising out of related to these Terms or the TurnPoint Platform, each of us will consult and negotiate in good faith to resolve the matter. If we are not able to reach a settlement within 60 days, then either party may commence legal proceedings.
