Terms of Service.
This is a draft pending legal review. The content reflects MaturityOne's actual operational and security commitments as published on the Trust & Security page, but is not yet a final or legally-binding document. Specific clauses requiring counsel input - particularly limitation of liability, indemnification, governing law, and dispute resolution - are marked inline. Enterprise customers will typically transact under a negotiated Master Services Agreement (MSA) and Order Form, which prevail over these Terms.
Acceptance and scope
These Terms of Service ("Terms") govern access to and use of the MaturityOne platform, websites, and associated services (the "Service") provided by Effective Risk Management Pty Ltd ("we", "us", "our"). By accessing or using the Service, the customer organisation and authorised users agree to be bound by these Terms.
For enterprise customers, these Terms are typically supplemented or superseded by a Master Services Agreement (MSA) or Order Form negotiated between the parties. Where an executed MSA or Order Form conflicts with these Terms, the MSA or Order Form prevails with respect to the parties to that agreement.
Order-of-precedence language must be confirmed by counsel.
Definitions
For the purpose of these Terms:
- "Customer" means the organisation that has subscribed to the Service.
- "Authorised User" means an individual employee, contractor, or agent of the Customer who has been provisioned access to the Service by the Customer.
- "Customer Data" means all information, data, content, and materials submitted by the Customer or its Authorised Users to the Service, including assessment responses, evidence, comments, and configuration.
- "Output" means the assessment scores, cross-domain cascade calculations, reports, dashboards, and other materials generated by the Service from Customer Data.
- "Subscription Term" means the term of a Customer's subscription as set out in the relevant Order Form.
- "Documentation" means the user-facing product documentation made available to the Customer.
The complete defined-terms list, including any Australian Consumer Law-specific definitions, must be confirmed by counsel.
Account and access
Customer access to the Service is provided on a per-tenant basis. Within each Customer tenant, Authorised Users are provisioned by the Customer and assigned roles (Admin, Assessor, Reviewer, Executive) using the Service's role-based access control framework.
The Customer is responsible for: maintaining the confidentiality of all credentials and access tokens; promptly deactivating Authorised Users who no longer require access; using Single Sign-On (SAML 2.0 or OIDC) where supported by the Customer's identity provider; and enforcing multi-factor authentication where appropriate.
We will provide reasonable assistance to the Customer in respect of access management, but the Customer is the controller of its own tenant's access framework.
Customer responsibilities
The Customer is responsible for:
Lawful use
Ensuring that its use of the Service complies with all applicable laws, regulations, and industry codes.
User conduct
The acts and omissions of all Authorised Users in the Customer's tenant.
Data accuracy
The accuracy, completeness, and lawfulness of Customer Data submitted to the Service.
Third-party rights
Ensuring that Customer Data does not infringe the intellectual property or privacy rights of any third party.
Acceptable use
The Customer and its Authorised Users must not, and must not permit any third party to:
- Use the Service for any unlawful purpose.
- Attempt to reverse-engineer, decompile, or otherwise derive the source code of the Service.
- Probe, scan, or test the vulnerability of the Service except under our published Responsible Disclosure program.
- Interfere with or disrupt the Service or other customers' use of the Service.
- Upload Customer Data containing malicious code.
Customer data and ownership
Customer Data belongs to the Customer. The Customer retains all right, title and interest in and to Customer Data. We claim no ownership over Customer Data.
The Customer grants us a limited, non-exclusive, royalty-free licence to access, use, copy, store, transmit, and process Customer Data solely for the purpose of providing and improving the Service for the Customer.
On termination: We will provide a full export of Customer Data in standard formats (JSON, CSV, XLSX, PDF) within 30 days of termination, and delete Customer Data from production systems within 60 days.
Service availability
We will use commercially reasonable efforts to make the Service available with high uptime.
Specific Service Level Agreement commitments to be confirmed by counsel.
Fees and billing
Fees for the Service are set out in the relevant Order Form. All fees are quoted in Australian Dollars (AUD) unless otherwise specified.
Subscriptions are billed annually in advance. Payment terms are 30 days from invoice date.
Late payment terms, interest rates, and suspension thresholds to be confirmed by counsel.
Term and termination
The Subscription Term is set out in the relevant Order Form. Subscriptions automatically renew for successive periods of the same length unless either party provides notice of non-renewal at least 30 days prior to the renewal date.
Confidentiality
Each party will: use the other's Confidential Information only for the purpose of the engagement; protect it with at least the same care it uses to protect its own confidential information; and not disclose it to third parties except as permitted under these Terms.
Warranties and disclaimers
We warrant that the Service will substantially conform to the published Documentation and will be provided with reasonable skill and care. To the maximum extent permitted by applicable law, the Service is provided "as is" and "as available".
Limitation of liability
The full text of this section - including aggregate liability caps, exclusions for indirect damages, and Australian Consumer Law non-excludable rights - must be drafted and confirmed by counsel.
Indemnification
Indemnification provisions - including our IP indemnification obligations and the Customer's indemnification obligations in respect of Customer Data - must be drafted and confirmed by counsel.
Intellectual property
We retain all right, title, and interest in and to the Service, including the platform software, the maturity model content, and the documentation.
The Customer is granted a limited, non-exclusive, non-transferable right to access and use the Service for its internal business purposes during the Subscription Term.
Governing law
These Terms are governed by the laws of Victoria, Australia.
Jurisdiction, venue, and dispute resolution mechanisms must be confirmed by counsel.
General
These Terms, together with the Privacy Policy and any executed Order Form, constitute the entire agreement between the parties in respect of the Service.
Contact
For questions about these Terms:
maturityone@effectiverm.com
Effective Risk Management Pty Ltd
Melbourne, Australia