SaaS Licence Agreement

This SaaS Licence Agreement (“Agreement”) is a legal agreement between You (the “Licensee”) and Rosze Pty Ltd trading as Crafted Portals, ABN 36 108 066 066 (the “Vendor”, “we”, “us”, or “our”) governing Your access to and use of the TrainerOne software-as-a-service platform (the “Service”). By accessing or using the Service, You agree to be bound by the terms of this Agreement. If You do not agree, do not use the Service.

The Service is a general-purpose business-management software platform provided as a software-as-a-service (SaaS) offering. It is not a financial, medical, or regulated record-keeping system, and must not be relied upon for these purposes, or any other purpose requiring a specialised or accredited system.

1. DEFINITIONS
1. “Agreement” means this SaaS Licence Agreement, including any schedules or annexures.
2. “Licensee” means the physical person or legal entity that has registered for and been granted access to the Service.
3. “Licensee Data” means any data, content, or information uploaded, submitted, stored, or generated by the Licensee through the Service.
4. “Platform” means any cloud computing infrastructure on which the Service is hosted.
5. “Service” means the TrainerOne software-as-a-service platform, including all features, tools, updates, documentation, and related services made available by the Vendor to the Licensee via the internet.
6. “Subscription” means the paid plan under which the Licensee accesses the Service, as described on the Service pricing page.
7. “Vendor” means Rosze Pty Ltd trading as Crafted Portals, ABN 36 108 066 066.
2. LICENCE GRANT
1. Subject to the terms of this Agreement and payment of applicable Subscription fees, the Vendor grants the Licensee a limited, non-exclusive, non-transferable, revocable right to access and use the Service during the term of the Licensee’s Subscription solely for the Licensee’s own internal business operations.
2. The Licensee’s right to use the Service requires that the Licensee has accepted the terms and conditions in this Agreement. By registering for or otherwise using the Service, the Licensee agrees to be bound by this Agreement.
3. One Subscription gives the Licensee the right to use the Service for one legal entity. Should the Licensee use the Service for another legal entity without a separate Subscription, the Licensee shall pay additional Subscription fees calculated at the Vendor’s then-current list price for each additional entity for the period of unauthorised use, plus reasonable administration costs incurred by the Vendor in investigating and remediating the unauthorised use.
4. The Service is a standard product. It is the sole responsibility of the Licensee to ensure that the functions of the Service fulfil the requirements and expectations of the Licensee.
3. ACCOUNT REGISTRATION AND SECURITY
1. To use the Service, the Licensee must create an account and provide accurate, complete, and current information. The Licensee is responsible for maintaining the confidentiality of its account credentials and for all activity that occurs under its account.
2. The Licensee must notify the Vendor immediately of any unauthorised use of its account or any other breach of security.
4. SUBSCRIPTION AND PAYMENT
1. The Licensee must pay Subscription fees as described on the Service pricing page. All fees are quoted in Australian Dollars (AUD) unless otherwise stated and are non-refundable except as required by applicable Australian law.
2. Subscriptions renew automatically each billing period through the Vendor’s payment processor. The current Subscription plan, renewal date, and pricing are visible to the Licensee at all times via the customer billing portal accessible from within the Service. The Licensee may cancel its Subscription at any time through that portal, where cancellation is self-service. Cancellation takes effect at the end of the current paid billing period; no refund is given for the unused portion of the current period.
3. If a Subscription fee is not successfully paid, the Licensee no longer has any right to use the Service and the Vendor may suspend or terminate access as per clause 12.
4. The Vendor reserves the right to change its fees upon thirty (30) days’ written notice. Continued use of the Service after a fee change constitutes acceptance of the new fees.
5. ACCEPTABLE USE
1. The Licensee agrees not to: (a) use the Service for any unlawful purpose or in violation of any applicable law or regulation; (b) attempt to gain unauthorised access to the Service or its related systems or networks; (c) interfere with or disrupt the integrity or performance of the Service; (d) reverse engineer, decompile, or disassemble any part of the Service; (e) use the Service to transmit any malicious code, viruses, or harmful content; (f) use automated means (bots, scrapers, etc.) to access the Service without prior written consent from the Vendor; or (g) sublicence, resell, distribute, or make the Service available to any third party except as expressly permitted.
2. The Licensee further agrees not to upload, store, or process the following categories of data through the Service: (a) full payment card numbers, card verification values, or other data that would bring the Vendor within the scope of the Payment Card Industry Data Security Standard (PCI DSS); (b) Tax File Numbers, Medicare numbers, Healthcare Identifiers, or other government-issued identifiers, except where expressly supported by a feature of the Service; (c) sensitive information (as defined in s 6 of the Privacy Act 1988 (Cth)) beyond what is reasonably necessary for the Licensee’s use of the Service; or (d) any personal information for which the Licensee does not hold a lawful basis to collect and process under the Privacy Act 1988 (Cth) or applicable state legislation.
3. The Licensee warrants that, where Licensee Data includes personal information of individuals under 18 years of age, it has obtained parental or guardian consent (or otherwise has lawful authority to collect and process that information) in accordance with the Privacy Act 1988 (Cth) and applicable state laws. The Service is not directed at children, and the Vendor does not knowingly collect personal information from children other than as Licensee Data submitted by the Licensee.
6. INTELLECTUAL PROPERTY RIGHTS
1. The Licensee shall obtain no intellectual property rights to the Service. The Vendor retains all intellectual property rights to the Service, updates, documentation, and all original data enclosed in it, including but not limited to copyright, trademarks, and other rights, titles, and interests.
2. The Licensee retains ownership of its Licensee Data. By uploading Licensee Data to the Service, the Licensee grants the Vendor a limited, non-exclusive licence to use, store, and process the Licensee Data solely to provide, maintain, and improve the Service.
3. Upon an infringement of the Vendor’s intellectual property rights, the Vendor shall be entitled to terminate this Agreement with immediate effect, as per clause 12.
7. SERVICE AVAILABILITY AND HOSTING
1. The Service is hosted on cloud infrastructure managed by the Vendor. The Vendor will use commercially reasonable efforts to make the Service available, excluding scheduled maintenance and circumstances beyond its reasonable control.
2. The Vendor is not responsible for any downtime or other disruptions in the use of the Service relating to the Platform which are outside the Vendor’s control.
3. The Licensee acknowledges that updates to the Service may require brief disruptions in availability. The Vendor will use reasonable efforts to schedule maintenance during off-peak hours and to provide advance notice where practicable.
8. MAINTENANCE AND UPDATES
1. The Vendor will use its reasonable endeavours to ensure ongoing development of the Service, including correction of errors and, at the discretion of the Vendor, changes to maintain compatibility with new versions of third-party software dependencies.
2. The Licensee has access to relevant updates so long as the Subscription remains active. Updates will be deployed by the Vendor and may be applied automatically.
3. The Licensee acknowledges that updates to the Service may not work with the Licensee’s hardware, add-ons, third-party software, or custom integrations.
9. SUPPORT
1. All requests for support must be made by the Licensee to the Vendor in writing via email at hello@craftedportals.com and must be accompanied with sufficient detail, including but not limited to copies of error messages, screenshots, and steps to reproduce the issue, so as to allow the Vendor to effectively investigate.
2. Support requests that are not related to errors reproducible in the most recent version of the Service and that cannot be answered electronically, or that require more in-depth consultation, may incur additional charges.
3. The Licensee accepts that the Vendor may access the Licensee’s account and Licensee Data as part of a support request, preventive troubleshooting, debugging, or other activities to ensure stable operation of the Service. The Vendor may collect telemetry data about usage of the Service for performance, optimisation, improvement, statistics, and debugging purposes.
10. DATA PROTECTION AND PRIVACY
1. The Vendor’s handling of personal information is governed by the Privacy Policy published on the Service, which is incorporated into this Agreement by reference. The Vendor currently operates as a small business operator within the meaning of section 6D of the Privacy Act 1988 (Cth) and, on that basis, is generally not bound by the Australian Privacy Principles; nevertheless, the Vendor aims to handle personal information consistent with good privacy practice.
2. The Licensee acknowledges that, depending on its use of the Service, Licensee Data may include personal information and sensitive information (as defined in s 6 of the Privacy Act 1988 (Cth)). The Licensee is solely responsible for ensuring it has obtained any required consent and complies with all applicable Commonwealth and state privacy legislation in relation to such information.
3. As between the parties, the Licensee is the entity that collects, holds, and is responsible for personal information contained in Licensee Data. The Vendor processes Licensee Data solely on the Licensee’s instructions to provide, maintain, and support the Service, and does not use Licensee Data for any independent commercial purpose.
4. If the Vendor becomes aware of unauthorised access to, or unauthorised disclosure or loss of, Licensee Data, the Vendor will notify the Licensee without undue delay and provide reasonable assistance, at the Licensee’s cost, to enable the Licensee to assess and meet any notification obligations it may have under applicable law.
5. The Vendor performs an automated daily backup of the Licensee’s database, stored as a compressed dump in the Licensee’s own Amazon S3 bucket. The Licensee owns and controls these backups directly, retains them under its own retention policy, and may export, restore, or delete them independently of the Service. The Licensee is responsible for the security and lifecycle of objects stored in its own S3 bucket.
6. Licensee Data is hosted on cloud infrastructure located in Australia by default. The Vendor uses sub-processors located outside of Australia for certain ancillary services (including but not limited to payment processing, application monitoring, and email delivery), and selects sub-processors that, in its reasonable judgement, apply appropriate security and privacy controls.
7. Upon termination of this Agreement, the Vendor will permanently delete Licensee Data from its operational systems within thirty (30) days. The daily database backups stored in the Licensee’s own Amazon S3 bucket are unaffected and remain under the Licensee’s sole control. The Vendor may retain anonymised or aggregated data indefinitely.
11. INDEMNITY
1. The Licensee will indemnify and hold harmless the Vendor from and against any losses, damages, costs (including reasonable legal costs), and expenses suffered or incurred by the Vendor arising out of or in connection with: (a) the Licensee Data, including any claim that the Licensee Data infringes any third-party right or breaches any law; (b) the Licensee’s breach of clause 5 (Acceptable Use); or (c) the Licensee’s breach of any privacy, health-records, or other legislation applicable to its collection or use of personal information through the Service.
2. This indemnity is the Licensee’s sole financial exposure to the Vendor for the matters described in clause 11.1, but does not affect the Vendor’s right to suspend or terminate the Service under clause 12.
12. TERMINATION
1. The Licensee may cancel its Subscription at any time via the customer billing portal as set out in clause 4.2. Cancellation takes effect at the end of the current paid billing period. The Licensee shall not be entitled to any refund of fees paid for the current period.
2. If the Licensee breaches this Agreement, the Vendor may give the Licensee written notice specifying the breach and requiring it to be remedied within fourteen (14) days. If the Licensee fails to remedy the breach within that period, the Vendor may suspend or terminate the Licensee’s access to the Service.
3. The Vendor may suspend or terminate the Licensee’s access to the Service with immediate effect in the case of a material breach, including (without limitation): (a) non-payment of Subscription fees for more than fourteen (14) days after the due date; (b) infringement of the Vendor’s intellectual property rights; (c) breach of the acceptable-use restrictions in clause 5; or (d) any breach that exposes the Vendor or other licensees to material legal, security, or reputational risk.
4. Upon termination, the Licensee’s right to access the Service ceases at the end of the current paid billing period (in the case of self-service cancellation) or immediately (in the case of termination by the Vendor under clauses 12.2 or 12.3).
13. ASSIGNMENT
1. The Licensee is not entitled to lend, lease, sublicence, transfer, or otherwise assign its rights and obligations under this Agreement without the Vendor’s prior written consent. Any assignment without such consent shall be void. Assignment includes transfer or adoption in connection with a merger, demerger, outsourcing, and similar events within and outside the group of companies to which the Licensee belongs.
2. If the Licensee assigns rights under this Agreement in conflict with the provisions above, the Vendor may terminate this Agreement with immediate effect.
3. The Vendor may assign its rights and obligations under this Agreement to any third party on thirty (30) days’ prior written notice to the Licensee. If the Licensee does not wish to continue under the assignment, it may terminate this Agreement without penalty before the assignment takes effect; in that case the Vendor will refund any prepaid Subscription fees for the period after the effective date of assignment.
14. INFRINGEMENT OF THIRD-PARTY RIGHTS
1. The Vendor represents and warrants that it has the right to licence the Service to the Licensee, and that the Service does not infringe any third party’s right that is valid within and enforceable in the state of Queensland, Australia.
2. The above representations and warranties do not apply to infringements resulting from modifications of the Service by the Licensee, or the Licensee’s use of the Service with data or software furnished by the Licensee. If the Licensee incorporates any third-party intellectual property using the Service, it is the sole responsibility of the Licensee to hold the necessary rights to do so.
3. If the Service is found to infringe a third-party right enforceable in the state of Queensland, Australia, the Vendor’s sole obligation, and the Licensee’s sole and exclusive remedy, is for the Vendor at its option to: (a) procure for the Licensee the right to continue using the Service; (b) modify the Service so that it is no longer infringing; or (c) terminate this Agreement and refund any prepaid Subscription fees for the unused portion of the current billing period. The Vendor’s liability under this clause 14 is in all cases subject to clause 16.2.
15. DISCLAIMER OF WARRANTIES
1. The Service and any related documentation are provided “as is” without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose. The entire risk arising out of use or performance of the Service remains with the Licensee.
2. The Service is a standard product, and the Licensee acknowledges that no software product is faultless in all situations and combinations.
3. The Vendor will use its reasonable endeavours to remedy errors and defects which are reproducible in the most recent version of the Service. The actual scope and procedure for remedy of any errors or defects is at the sole discretion of the Vendor.
16. LIMITATION OF LIABILITY
1. The Vendor expressly disclaims any liability, whether express or implied, with regard to: (i) defects and errors not related to the Service but related to external factors, including other software products of the Licensee; (ii) the interaction between the Service and any other hardware and/or software environment at the Licensee’s location or any remote location; (iii) errors, defects, and inexpediency of third-party standard products; (iv) the Licensee’s changes, modifications, or custom integrations; and (v) compatibility between the Service and any new version or update of third-party software.
2. In no event shall the Vendor be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of data, loss of profits, or loss of goodwill. The Vendor’s total aggregate liability under this Agreement shall not exceed the lesser of (a) the Subscription fees paid by the Licensee in the three (3) months preceding the event giving rise to the claim, or (b) one thousand Australian Dollars (AUD $1,000). Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable law that cannot be excluded.
17. AUDIT
1. The Vendor may audit the Licensee’s use of the Service for compliance with this Agreement no more than once in any six (6) month period, on at least thirty (30) days’ prior written notice, during normal business hours, and limited in scope to records reasonably necessary to verify compliance. The Vendor will bear its own costs of the audit, except where the audit reveals material non-compliance, in which case the Licensee shall reimburse the Vendor for the reasonable costs of the audit in addition to any other liabilities incurred as a result of the non-compliance.
18. GOVERNING LAW AND DISPUTE RESOLUTION
1. This Agreement shall be governed by and construed in accordance with the laws of the state of Queensland, Australia. This Agreement supersedes all prior and contemporaneous oral and written proposals and communications respecting the subject matter hereof.
2. The parties will use all reasonable efforts to resolve any dispute arising from this Agreement amicably and in good faith. Disputes that cannot be settled amicably shall be subject to the exclusive jurisdiction of the courts of Queensland, Australia.
3. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and shall not affect the legality and validity of the other provisions.
19. MODIFICATIONS TO THIS AGREEMENT
1. The Vendor reserves the right to modify this Agreement at any time. Material changes will be communicated to the Licensee via the Service or by email at least thirty (30) days before taking effect. Continued use of the Service after such changes constitutes acceptance of the modified Agreement.
20. CONTACT
1. If You have any questions about this Agreement, please contact us at hello@craftedportals.com.

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