Welcome to Asaph!
To make it easier for you to understand the terms on which we provide our services, we’ve tried to keep these terms of use (Terms) as simple as possible by using plain English. When we talk about “Asaph”, “we,” “our,” or “us” in these Terms, we are referring to Three Times Good Pty Ltd ACN 641 295 383 trading as Asaph. When we talk about the “Platform” in these Terms, we are referring to the product known as Asaph, as described on our website at https://asaph.io (Website) and accessed via our Website and associated mobile applications on the Apple iOS Store and the Google Play Store, and any associated services we offer.
By clicking the tick box accepting a subscription to the Platform (Subscription) or otherwise accepting the benefit of any part of the Platform, you agree to be bound by these Terms which form a binding contractual agreement between you or the company you represent (the Client or you) and Asaph. Your Subscription is for the tiered package as selected by you and agreed between us by means of the Platform (Subscription Tier). We’ve also used a few other capitalised words and phrases as shorthand to refer to recurring concepts. Each of these are defined in bold and in brackets after the concepts are first mentioned.
Your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us that you want to cancel your Subscription in accordance with clause 19.1. Please ensure you contact us if you want to cancel your Subscription. We’ve also used a few other capitalised words and phrases as shorthand to refer to recurring concepts. Each of these are defined in bold and in brackets after the concepts are first mentioned.
Please read these terms and conditions carefully before agreeing to proceed with your Subscription the Platform.
These Terms set out the terms and conditions that apply when you use the Platform.
You represent and warrant that you:
We may modify our Terms from time to time. If we do, we will post a note on our Website or email you. If you continue to use the Platform after we modify our Terms, you’ll be taken to have agreed to the Terms as modified.
In order to use the Platform, you will be required to sign up for an account (Account).
When you register for an Account, you must provide true, accurate and complete information as requested and keep this information up to date after registration. You agree that you’re solely responsible for:
You also agree to let us know if you detect any unusual activity on your account as soon as you become aware of it.
We won’t be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your Account information or your password.
We may, at our absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with these Terms.
You acknowledge and agree that any information provided to you as part of or in connection with the Platform is general in nature, may not be suitable for your circumstances. You are responsible for making your own independent assessments and enquiries before relying on any information on the Platform to make a decision.
This is a no-cost service. Your access to the Platform includes the features set out on the Platform as communicated to you when you sign up to the Platform (or as amended from time to time by notice to you).
During the Subscription Period (as defined in clause 4.1), You acknowledge and agree that we grant to you a non-exclusive and non-transferable licence to use the Platform solely for your own personal use.
We may restrict access to certain features, including learning videos, from users that you may make the Platform available to in accordance with your Subscription (Additional Users). Your Subscription Tier will determine the level of access granted to Additional Users (if any).
You must ensure that any Additional Users comply with these Terms at all times.
We may from time to time in our absolute discretion release enhancements to the Platform, where “enhancements” means any upgraded, improved, modified or new versions of the Platform. Any enhancements to the Platform will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.
We will store your data you upload to the Platform using third party hosting services, such as Amazon Web Services, SendGrid, Heroku and Google (Hosting Services), subject to the following terms:
If we provide you with support at our absolute discretion to resolve technical issues with the Platform (Support Services), the following terms apply unless otherwise specifically agreed in writing:
We may offer a free trial to any of our paid Subscription Tiers (Free Trial) as set out on the Platform.
We will contact you before the end of your Free Trial to give you the option of either:
If you do not provide your payment details before the end of your Free Trial period, your Free Trial will automatically end at the end of your Free Trial period, and we will downgrade you to the free Subscription Tier.
We may offer a free Subscription Tier which will allow you limited access to some features of the Platform.
In order for you to access additional features, you must subscribe to a paid Subscription Tier as communicated on the Platform, and we will require the payment of subscription fees (Subscription Fees).
Your subscription period commences on the date you sign up to a Subscription Tier and continues until terminated in accordance with these Terms (Subscription Period).All Subscription Fees:
Unless otherwise agreed in writing, the Subscription Fees are due and payable on a monthly or annual basis depending on the billing cycle selected by you at the time of signing up to a paid Subscription Tier on the Platform (Billing Cycle) Your Billing Cycle starts on the date that you subscribe to a paid Subscription Tier.
(When Subscription Fees are due) The first payment of your Subscription Fee will be due in advancement at the commencement of your Subscription Period and subsequent payments will be due on the first day of each subsequent Billing Cycle for the duration of the Subscription Period. You may choose your preferred Subscription Period via the Platform.
(Automatic recurring billing) Your subscription to the Platform will continue to renew indefinitely at the end of each Billing Cycle, and you must pay us the Subscription Fees in respect of each Billing Cycle, unless and until you notify us in the then current Billing Cycle that you want to cancel your subscription. Otherwise, we will continue to debit the Subscription Fees from your account each Billing Cycle. We will not pay any charge back amount if you fail to cancel your subscription in accordance with this clause. You acknowledge that your Subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to your cancellation of your Subscription. We may submit periodic charges for the Subscription Fees without further authorisation from you, until you provide prior written notice (receipt of which is confirmed by us) that you have terminated this authorisation or wish to change your payment method. Such notice will not affect charges submitted before we could reasonably act on such notice. To terminate your authorisation or change your payment method, please contact us via the Platform.
(GST) Unless otherwise indicated, the Fees do not include GST. In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice.
(Card surcharges) We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).
(Changes to Subscription Fees) We reserve the right, from time to time, to change the Subscription Fees. We will notify you in advance if we do this.
(Failure to Pay) If Subscription Fees are not paid when they are due, we may revoke your Account and require payment for you to continue accessing the Platform.
(Payment Methods) We may use third-party payment providers (Payment Providers) to collect Subscription Fees. The processing of payments by the Payment Provider will be, in addition to these Terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment. As at the date these Terms were last updated, our Payment Provider is Chargebee and their terms and conditions can be accessed here: Chargebee.
You may notify us that you would like to upgrade your Subscription Tier at any time. If you do, we will:
For the avoidance of doubt, if you choose to upgrade your Subscription Tier during your Billing Cycle, your Billing Cycle will not recommence but rather, will continue in accordance with your existing Billing Cycle.
If you wish to downgrade your Subscription to a lower Subscription Tier, you may notify us (using the functionality provided in the Platform) any time before the end of your Billing Cycle. If you provide us with notification in accordance with this clause:
If you choose to downgrade your subscription, you acknowledge and agree that we are not liable for, and you release us for all claims arising in connection with, any loss of content, features, or capacity, including your data in relation to a downgrade in your subscription.
Except as otherwise set out on our website, we generally don’t offer refunds for any of our Subscriptions and any refunds we issue will be solely at our discretion. Please let us know if you have any issues with the Platform that you think should entitle you to a refund and we’ll consider your situation.
We’ll need you to make a few promises about the way you’ll use the Platform. You agree:
By providing or posting any information, materials or other content in connection with the Platform (Posted Material), you represent and warrant that, and must ensure that all Additional Users make equivalent representations and warranties:
By uploading any Posted Materials, you grant to Asaph (and its agents or service providers) a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in that Posted Material in order for Asaph to use, exploit or otherwise enjoy the benefit of such Posted Material.
We don’t have any obligations to screen Posted Materials in advance of them being posted and your compliance with these Terms is your responsibility. However, we may, if we choose, review and remove any Posted Materials at any time without giving any explanation or justification for removing the material and/or information.
Unless we indicate otherwise, all materials used in the Platform (including text, graphics, logos, icons, sound and video recordings, content and software) are subject to Intellectual Property Rights that are owned or licensed by us.
You can only access and use these materials for the sole purpose of enabling you to use the Platform in accordance with the plan you are on, except to the extent permitted by law or where you have received prior written approval from us.
The Platform may contain text, images, data and other content provided by a third party (Third Party Content). We’re not responsible for any of this Third Party Content and we make no representation or warranty about the quality, suitability, accuracy, reliability, currency or completeness of any Third Party Content.
The Platform may also contain links to websites operated by third parties (Third Party Links). Third Party Links are provided for convenience and may not remain current or be maintained. We do not endorse and are not responsible for Third Party Links and have no control over or rights in linked websites.
By using the Platform, or any other third party service, you acknowledge and agree that third party terms & conditions (Third Party Terms) may apply (including app store providers such as Apple and Google). This includes, but is not limited to:
You agree to any Third Party Terms applicable to any third party goods and services, and Asaph will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
If you are accessing the Platform from the Apple, Inc. (Apple) iOS Store, you acknowledge and agree:
Most major browsers let you block third party cookies. In Chrome, you can prevent your browser from accepting new cookies in the Settings panel -> Privacy and security -> Content settings -> Cookies. You can also use the Google Analytics opt-out add-on. In Safari go to Preferences -> Privacy -> Block cookies.
The Platform is made available to you strictly on an ‘as is’ basis. We can’t guarantee, and make no warranties, to the extent permitted by law, that:
(Bugs) You acknowledge that you may notify us of any functional flaws, errors, anomalies, problems or bugs with the Platform and provide feedback regarding your use and experience of the Platform.
(Errors) We will use our best endeavours to correct any errors, bugs or defects in the Platform which arise during the Subscription Period and which are notified to us by you unless the errors, bugs or defects:
(Feedback) Any feedback, ideas, modifications, suggestions or improvements with respect to the Platform you provide will be the property of Asaph on and from its creation and is Confidential Information to be owned by Asaph.
(Disclaimers) You acknowledge and agree that:
We do not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information (including Posted Materials), your computer systems, mobile phones or other electronic devices arising in connection with use of the Platform. You should take your own precautions to ensure that the process which you employ for accessing the Platform does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
Except as contemplated by these Terms, a party must not and must not permit any of its third party or Additional Users to use or to disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent.
You agree to our Privacy Policy, located at https://asaph.io/privacy-policy, which is incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs our collection, use, and disclosure of personal information.
Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information (Security Breaches).
The notifying party will investigate each potential, actual or suspected Security Breach and assist the other party in connection with any related investigation.
For the purposes of these Terms, “Confidential Information” means information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information, which is or becomes, without a breach of confidentiality, public knowledge.
To the maximum extent permitted by applicable law, our liability for all claims in aggregate (whether those claims be for breach of contract, negligence or otherwise, and whether those claims be only for economic loss, or for personal injury or other damage) arising under or in connection with these Terms or the Platform or a Subscription:
You agree to indemnify Asaph and its employees, contractors and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with:
All express or implied representations and warranties given by us are, to the maximum extent permitted by applicable law, excluded.
Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services we provide.
A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.
You are responsible for the cancellation of your Account. You can cancel your Account at any time by written notice to us or by other means as determined us and notified to you. Your Subscription will end in the then current Billing Cycle, and you will be charged for that Billing Cycle.
Your licence to the Platform under these Terms will last for the remainder of the then current Billing Cycle to ensure you have an opportunity to retrieve all data you may need from the Platform. Once the then current Billing Cycles ends, we will have no responsibility to store or otherwise retain any data, and you release us in respect of any loss or damage which may arise out of us not retaining any data beyond that point.
Your access to the Platform will be revoked at the end of the relevant Billing Cycle in which you cancel your Subscription by notice to us.
We may terminate these Terms and your access to all or any part of the Platform or any Subscription in whole or in part immediately by written notice to you if:
Upon termination of these Terms by us, the Subscription Fees already paid will be non-refundable, and you must promptly pay:
Upon cancellation, termination or expiry of yourAccount, we may delete any Posted Materials associated with your Account. We may also elect to retain your Posted Materials unless you notify us in writing that you would like us to delete your Posted Materials.
If you notify us in writing that you would like us to delete your Posted Materials, we will take reasonable steps to delete your Posted Materials within a reasonable time of cancellation, termination or expiry of your Account.
You won’t be able to recover any PostedMaterials after they are deleted, so we recommend you back up anything important to you before cancellation, termination or expiry of your Account.
We won’t be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages or expenses arising out the cancellation, termination or expiry of your Account.
Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement will survive and be enforceable after such termination or expiry.
A notice or other communication to a party under this agreement must be:
Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
whichever is earlier.
This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
(singular and plural) words in the singular includes the plural (and vice versa);
(currency) a reference to $; or “dollar” is to Australian currency;
(gender) words indicating a gender includes the corresponding words of any other gender;
(defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
(headings) headings and words in bold type are for convenience only and do not affect interpretation;
(includes) the word “includes” and similar words in any form is not a word of limitation; and
(adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.
Last updated: 25 May, 2023
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