Clearscope Solutions – Terms and Conditions
These Terms and Conditions (“Agreement”) govern your access to and use of Clearscope Solutions Pty Ltd services and products, including LogixOne and LogixOne Chat (collectively, the “Services”).
(“Clearscope Solutions”, “we”, “us”, or “our”), including consulting services, configuration services, third-party software products,
and Clearscope-owned products such as LogixOne and LogixOne Chat (collectively, the “Services”).
By accessing or using the Services, you agree to be bound by these Terms and Conditions (“Agreement”). If you do not agree, you must not use the Services.
1. Use of Services Core
1.1 Access to Services
Clearscope Solutions grants you a non-exclusive, non-transferable, limited right to access and use the Services solely for your internal business purposes.
You must not use the Services for any unlawful or unauthorised purpose and must comply with all applicable laws and regulations.
1.2 User Accounts
Certain Services may require account registration. You are responsible for maintaining the confidentiality of your account credentials and for all activity
occurring under your account. Clearscope Solutions may suspend or terminate access at any time, with or without notice.
1.3 Acceptable Use
You must not use the Services to:
- Transmit unlawful, harmful, abusive, defamatory, obscene, or otherwise objectionable content
- Infringe intellectual property or proprietary rights
- Distribute malware, viruses, or malicious code
- Impersonate any person or entity
- Interfere with or disrupt the Services, systems, or networks
1.4 Third-Party Products and Services
The Services may rely on or integrate with third-party platforms, carriers, APIs, and providers (including messaging platforms, telecommunications carriers,
and AI services). Clearscope Solutions is not responsible for the availability, reliability, performance, compliance actions, filtering, suspensions,
or changes imposed by third parties. Use of third-party services is at your own risk.
1.5 LogixOne Chat – Fair Use & Messaging Policy
1.5.1 LogixOne Chat Service
LogixOne Chat enables inbound and outbound messaging via supported channels including, but not limited to, WhatsApp, SMS, and AI-generated responses.
1.5.2 Inbound Messages
Inbound messages received via LogixOne Chat are currently provided at no charge. Clearscope Solutions reserves the right to modify, restrict, suspend,
or charge for inbound messaging at any time at its sole discretion.
1.5.3 Fair Use Policy
Free inbound messaging is subject to fair and reasonable use. Clearscope Solutions may monitor usage and apply limits, throttling, restrictions, or charges
where usage is deemed excessive, abusive, artificial, automated, or inconsistent with normal business communications, including but not limited to:
- Message flooding or spam behaviour
- Automated or bot-generated inbound traffic
- Artificial loops or self-generated inbound traffic
- Usage primarily intended to avoid outbound message charges
1.5.4 Outbound Messages and Credits
All outbound messages, including user-sent messages and AI-generated responses, are chargeable and deducted from available message credits regardless of channel
or delivery outcome.
1.5.5 No Guarantee of Delivery
Clearscope Solutions does not guarantee message delivery, timing, accuracy, order, or receipt. Message delivery may be impacted by third-party platforms,
carriers, technical failures, or regulatory requirements.
1.5.6 Suspension for Misuse
Clearscope Solutions may immediately suspend, restrict, or terminate LogixOne Chat access where usage breaches this Fair Use Policy or creates operational,
legal, financial, or reputational risk.
2. Ownership and Intellectual Property
2.1 Ownership
All intellectual property rights in the Services, software, platforms, configurations, and tools remain the exclusive property of Clearscope Solutions or its licensors.
2.2 Licence Grant
Subject to this Agreement, Clearscope Solutions grants User a limited, non-exclusive, non-transferable licence to use the Services for internal business purposes only.
2.3 Restrictions
User must not copy, modify, distribute, reverse engineer, sublicense, or create derivative works from the Services or underlying software.
2.4 No Transfer of IP
No intellectual property rights are transferred to User except for the limited right to use the Services as expressly granted.
3. Fees and Payment
3.1 Fees
User agrees to pay all fees associated with use of the Services, including consulting fees, configuration fees, software fees, messaging credits, and applicable taxes.
3.2 Payment Terms
Invoices are payable in advance unless otherwise stated. Failure to pay may result in suspension or termination of Services without notice.
Fees paid are non-refundable unless expressly agreed in writing.
4. Confidentiality
4.1 Confidential Information
Each party may receive confidential or proprietary information. Confidential Information includes business, technical, financial, and operational information not publicly available.
4.2 Protection
Each party agrees to protect Confidential Information using reasonable care and to use it solely for purposes of performing under this Agreement.
5. Disclaimer of Warranties
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
6. Limitation of Liability
To the maximum extent permitted by law, Clearscope Solutions shall not be liable for any loss, damage, claim, cost, or expense of any kind arising from or relating to the Services,
including direct, indirect, incidental, consequential, special, or punitive damages, loss of profits, loss of data, system failure, messaging failure, or third-party actions,
whether in contract, tort (including negligence), or otherwise.
Use of the Services is entirely at User’s own risk.
7. Termination
7.1 Termination by Clearscope Solutions
Clearscope Solutions may terminate or suspend access at any time for breach or operational reasons.
7.2 Termination by User
User may terminate by ceasing use of the Services and returning or destroying all Confidential Information.
7.3 Survival
Sections 1, 2, 4, 5, 6, 8, 9, and 10 survive termination.
8. Indemnification
User agrees to indemnify and hold harmless Clearscope Solutions and its officers, employees, and agents from all claims, damages, liabilities, costs,
and expenses arising from User’s use of the Services or breach of this Agreement.
9. Governing Law and Dispute Resolution
This Agreement is governed by the laws of the State of Victoria, Australia. Any dispute shall be resolved by arbitration in Victoria, Australia.
10. Miscellaneous
- Entire Agreement: This Agreement constitutes the entire agreement between the parties.
- Assignment: User may not assign without written consent.
- Severability: Invalid provisions do not affect enforceability of remaining terms.
- Independent Contractors: No partnership or agency is created.
- Force Majeure: Neither party is liable for delays beyond reasonable control.
- Export Compliance: User must comply with applicable export laws.
- Publicity: No public announcements without written consent.
- Non-Solicitation: No poaching of personnel during the term and for 12 months after.
