Terms of Service

End User Licence Agreement

This End User Licence Agreement (Agreement) is a legal agreement between Mantis Technologies Pty Ltd trading as Mantis Technologies A.B.N.59 107 280 400 (we or us or Mantis Technologies) and you as licensee (Licensee) for the Software.

By accessing and using the Software, you agree to be bound by the terms of this Agreement.

In this Agreement, unless the context indicates the contrary:

Agreement means this End User Licence Agreement.

Charges means the amounts to be paid to Mantis Technologies, by the Licensee, in connection with this Agreement.

Commencement Date means the Registration Date.

Confidential Information means all information provided by one party to the other in connection with this Agreement where such information is identified as confidential at the time of its disclosure or ought to reasonably be considered confidential based on its content, nature or the manner of its disclosure, but excluding:

1. information that enters the public domain or is disclosed to a party by a third party, other than through a breach of this Agreement, and
2. information developed independently by a party.

Documentation means any and all proprietary documentation made available to the Licensee by Mantis Technologies for use with the Software, including any documentation available online.

GST has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth), or any other similar tax.

Intellectual Property Rights means all intellectual property rights, including all copyright, patents, trade marks, design rights, trade secrets, domain names, knowhow and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.

Moral Rights has the meaning given under the Copyright Act 1968 (Cth) and includes any similar rights existing in other countries.

Registration Date means the date that you register to access and use the Software.

SMS Charge means any additional amount that Mantis Technologies charges the Licensee, as a consequence of the Licensee purchasing and sending SMS’s, via the Software.

Software means the Mantis Property software, including the Documentation, which is owned by Mantis Technologies and delivered to the Licensee, by Mantis Technologies, pursuant to the terms contained in this Agreement.

Subscription Fee means the monthly subscription fee to be paid to Mantis Technologies, by the Licensee, to access and use the Software.

Subscription Level means the subscription levels displayed on the Mantis Property website, which is displayed here.

Term means the duration of this Agreement.

Website means the Mantis Property website displayed at www.mantisproperty.com.au. 

1. Subject to the terms of this Agreement and ongoing payment of the Subscription Fee, Mantis Technologies grants to the Licensee a non-exclusive, non-transferable licence to use the Software and the Documentation, during the Term.
2. The Licensee must not:
   1. use the Software for any purpose or in any manner other than as set out in clause 2(a); 
   2. use the Software in any way that could damage the reputation of Mantis Technologies or the goodwill or other rights associated with the Software;
   3. permit any third party to use the Software; 
   4. permit any person to link to any page containing any part of the Software, without Mantis Technologies’ written consent; or
   5. except as expressly permitted by this Agreement, and except to the extent that applicable laws, including the Copyright Act 1968 (Cth), prevent Mantis Technologies restraining the Licensee from doing so:
      1. reproduce, make error corrections to or otherwise modify or adapt the Software or create any derivative works based upon the Software; or
      2. de-compile, disassemble or otherwise reverse engineer the Software or permit any third party to do so; or
      3. modify or remove any copyright or proprietary notices on the Software.

This Agreement and the licence granted under clause 2(a) above, are effective on the Registration Date and shall continue until such time that termination occurs in accordance with clause 11 of this Agreement.

1. Subscription Fee
   1. In consideration of Mantis Technologies providing the Licensee with access to the Software, the Licensee must pay the Subscription Fee to Mantis Technologies, as follows:
      1. The Subscription Fee – monthly in advance; and
      2. The SMS Charge – payable in advance, by credit card only, to top up credits to be used in the account.
2. SMS Charge

The Licensee agrees that it must pay the SMS Charge to Mantis Technologies, as may be applicable.

1. Payment method
   1. All payments to be made by the Licensee under this Agreement must be made via automatic direct debit of the Licensee’s nominated credit card.
   2. If the processing of any payment under clause 4(c) above is unsuccessful, Mantis Technologies will attempt to re-process the payment for up to seven (7) consecutive days. If the payment remains unsuccessful after this time, then Mantis Technologies may terminate this Agreement and/or disable or suspend the Licensee’s access to the Software.

1. All amounts payable under this Agreement are expressed as follows:
   1. Any Licensee located in Australia - inclusive of GST; and
   2. Any Licensee located outside of Australia - exclusive of GST.

1. Maintenance
   1. Mantis Technologies reserves the right to perform maintenance and upgrades to the Software, at any time and from time to time.
   2. Mantis Technologies will endeavour to provide the Licensee with reasonable notice of maintenance and upgrades by notifying the Licensee:
      1. at least three (3) days in advance in the case of scheduled maintenance or upgrading that will result in an outage of more than 30 minutes; or
      2. as soon as practicable after becoming aware of the need for unscheduled maintenance that will result in an outage of more than 30 minutes.
2. Support

Mantis Technologies will provide the Licensee with unlimited support in relation to the Software on a seven (7) day per week basis.

1. Nothing in this Agreement constitutes a transfer of any Intellectual Property Rights in relation to the Software, to the Licensee.
2. The Licensee:
   1. agrees and acknowledges that Mantis Technologies will at all times own all Intellectual Property Rights in and to the Software; 
   2. will not directly or indirectly do anything that would or might invalidate or put in dispute Mantis Technologies’ title in the Software; and
   3. that Mantis Technologies is merely providing the Licensee with licence to use the Software, as described in clause 2(a) of this Agreement.

1. Mantis Technologies warrants to the Licensee that the Software will meet any description that it may advertise or represent to the Licensee.
2. Each party warrants to the other that it has the right and ability to enter into this Agreement and that this Agreement will be legally binding on it.

1. To the full extent permitted by law, Mantis Technologies excludes all liability in respect of loss of data, interruption of business or any consequential or incidental damages.
2. To the full extent permitted by law, Mantis Technologies excludes all representations, warranties or terms (whether express or implied) other than those expressly set out in this Agreement. 
3. Mantis Technologies’ total aggregate liability for all claims relating to this Agreement is limited to the Charges payable under this Agreement.
4. Either party's liability for any claim relating to this Agreement will be reduced to the extent to which the other party contributed to the damage arising from the claim.
5. This Agreement is to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies, to the extent possible, Mantis Technologies limits its liability in respect of any claim to, at Mantis Technologies’ option:
   1. in the case of goods:
      1. the replacement of the goods or the supply of equivalent goods;
      2. the repair of the goods;
      3. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
      4. the payment of having the goods repaired, and
   2. in the case of services:
      1. the supply of the services again; or
      2. the payment of the cost of having the services supplied again.

1. The Licensee will indemnify Mantis Technologies, its associated and related entities,  agents, employees, officeholders and/or suppliers, against all costs (including legal costs), expenses, damages, accounts or other losses or liability, including those from any actions, suits, proceedings, claims or demands, made against or suffered by Mantis Technologies in connection with any of the following: 
   1. Any breach of this Agreement;
   2. Your negligent acts or omissions; or
   3. Your use of the Software, including any third-party claims made in connection with, or arising out of, your use of the Software.

1. Mantis Technologies may terminate this Agreement at any time, effective immediately, if you breach any term(s) of this Agreement.
2. You may terminate this Agreement, effective immediately, upon written notice to Mantis Technologies or by expressing your decision to terminate, via any cancellation feature displayed via the Website.
3. Termination under clause 11(b) will be effective upon the expiry of any period of time already paid for at the time of termination, by the Licensee.
4. Upon termination of this Agreement, you will not be entitled to receive any refund, pro rata or otherwise, in relation to any Charges that you have paid to Mantis Technologies.

1. A party must not, without the prior written consent of the other, use or disclose the other party's Confidential Information unless expressly permitted by this Agreement or required to do so by law or any regulatory authority.
2. A party may:
   1. use the Confidential Information of the other party solely for the purposes of complying with its obligations and exercising its rights under this Agreement; and
   2. disclose the Confidential Information to its personnel or advisers to the extent necessary for them to know the information for purposes related to this Agreement, but only if reasonable steps are taken to ensure that the confidentiality of the information is retained.
3. Each party must implement and maintain effective security measures to prevent unauthorised use and disclosure of the other party's Confidential Information whilst it is in the receiving party's possession or control.
4. Each party must return, or at the other party's option destroy, all Confidential Information of the disclosing party in the receiving party's possession or control, on the earlier of Mantis Technologies’ request or on termination of this Agreement, for any reason.
5. Mantis Technologies will collect, store, use and disclose any Personal Information in accordance with its Privacy Policy. 
6. The Licensee warrants that the disclosure of Personal Information to Mantis Technologies, for the purposes of this Agreement, and the collection of such information by Mantis Technologies, will not contravene the Australian Privacy Principles. 
7. For the purpose of this clause, Personal Information means information or an opinion about an individual as defined in section 6 of the Privacy Act 1988 (Cth), which is collected, used, disclosed, stored or handled by a party for the purposes of this Agreement.

Any dispute or difference arising in connection with this agreement will be submitted to arbitration by a Queensland law Society approved Arbitrator. During such arbitration, both parties may be represented by a duly qualified legal practitioner.

1. The Licensee must not assign, sublicence or otherwise deal in any other way with any of its rights under this agreement, without the prior written consent of Mantis Technologies. Mantis Technologies may assign all of its rights under this Agreement, in the event of the sale of its business. 
2. Nothing contained in this Agreement creates any relationship of partnership or agency between the parties.
3. If a provision of this Agreement is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
4. Each party must at its own expense do everything reasonably necessary to give full effect to this Agreement and the events contemplated by it.
5. This Agreement (and any documents executed in connection with it) is the entire agreement of the parties about its subject matter and supersedes all other representations, arrangements or agreements. Other than as expressly set out in this agreement, no party has relied on any representation made by or on behalf of the other.
6. A provision of or a right under this Agreement may not be waived or varied except in writing signed by the person to be bound.
7. This agreement is governed by the laws of Queensland, Australia, and each party submits to the jurisdiction of the courts of Queensland, Australia.

 

This End User Licence Agreement was last updated on 29 July 2022.