Terms of Service

Welcome to Visiplan, an innovative resource management and monitoring service tailored for both B2B and B2C businesses. The following terms and conditions govern your use of the Visiplan service (the "Service") provided by Visisoft Pty Ltd. By using the Service, you agree to these Terms and signify that you have the authority to act on behalf of any entity or person for whom you use the Service.

These Terms are legally binding from the moment you access the Service.

By registering for and using the Service, you confirm that you have read, understood, and agree to these Terms and that you have the authority to bind any associated entity. Your acceptance of these Terms will also extend to any party on whose behalf you use the Service.

Definitions

"Agreement": Refers to these Terms of Service.
"Add-on": An optional, additional feature activated to enhance the Visiplan platform.
"Confidential Information": All exchanged information between the parties, whether written, electronic, or oral, including data from the Service, excluding publicly available information disclosed without authorization.
"Data": Content such as text, images, videos, files, or designs shared or generated through the Service.
"Intellectual Property Rights": Rights including, but not limited to, patents, trademarks, copyrights, design rights, and trade secrets.
"Invited User": An authorized individual or entity other than the primary Subscriber, who has been granted access to use the Service.
"Service": The resource management and monitoring solutions provided online via the Visiplan platform, subject to updates.
"Subscriber": The person or entity registered to use the Service, identified as the "Account Owner" within Visiplan. Account ownership can be transferred through Visiplan's secure process.
"Usage Fee": The cost of using Visiplan, determined by your subscription plan, including any additional fees for exceeding limits or using add-ons.
"You": Refers to the Subscriber and any Invited Users. "Your" has a corresponding meaning.
"Website": The site at www.visi.software or any associated websites managed by Visiplan.

Use of the Software

Visiplan grants you a non-exclusive, non-transferable right to use the Service via the Website or other supported devices, according to your assigned user roles. This right is subject to the conditions of this Agreement. You agree that:

The Subscriber decides who the Invited Users are and what level of access they have.
The Subscriber is responsible for the activities and conduct of Invited Users.
The Subscriber can modify or revoke an Invited User’s access at any time.
In disputes between a Subscriber and an Invited User, the Subscriber will determine the level of access to the Service.

Your Obligations

Payment Obligations

Visiplan will bill you based on your chosen pricing plan and service usage until this Agreement is terminated. All invoices will be sent to you, or to a designated Billing Contact provided by you, via email. You are responsible for paying all amounts specified in each invoice by the due date.

You are also solely responsible for all charges incurred through your account, including any penalties or fees imposed by a regulatory body or telecommunication provider due to your use of the Service.

Preferential Pricing or Discounts

Visiplan may offer you preferential pricing or discounts based on special offers or the number of entities you manage within the Service. Eligibility for these discounts requires you to assume responsibility for the associated Usage Fees. If any invoices remain unpaid past their due date, Visiplan may revoke these discounts and demand payment of the full, non-discounted fees, or suspend or terminate your account.

General Obligations

You agree to use the Service solely for your lawful business purposes in accordance with these Terms, any notices from Visiplan, and applicable laws. You may use the Service on behalf of or to provide services to others, but you must ensure that all parties comply with these Terms.

Access Conditions

You must ensure that all usernames and passwords used to access the Service are secure and confidential. If you become aware of any unauthorized use or security breach, you must notify Visiplan immediately. Visiplan may reset your password or take other actions to protect the security of its systems and your account.

While using the Service, you must:

Keep your contact information accurate and up-to-date.
Not undermine the security or integrity of Visiplan’s systems, or the systems of any third-party hosts.
Avoid using the Service in a manner that may impair its functionality or disrupt other users.
Not attempt to gain unauthorized access to any material or systems.
Avoid transmitting harmful or offensive files, or material you do not have the rights to use.
Not attempt to reverse engineer any software related to the Service.

Usage Limitations

The Service may have limitations, such as transaction volumes and API call limits. Specifically, Visiplan’s communication features do not support calls to emergency services or certain international and premium numbers.

Communication Conditions

By using Visiplan’s communication tools, you agree to use them only for lawful purposes. You must not:

Engage in illegal, fraudulent, or harassing behavior.
Violate data transmission laws, spamming regulations, or privacy laws.
Cause or risk triggering inquiries or penalties from law enforcement or regulatory agencies.
Transmit harmful or illegal content, including copyrighted materials you do not have permission to use.

You are responsible for obtaining all necessary consents and complying with regulations when recording communications or sending messages through the Service. Visiplan reserves the right to remove any communications it deems inappropriate.

Indemnity

You agree to indemnify Visiplan against any claims, damages, or costs arising from your breach of these Terms or your obligations, including expenses related to unpaid Usage Fees.

Spam Policy

Visiplan enforces a strict anti-spam policy. All email and SMS communications must comply with anti-spam laws. You must have recipients’ consent before sending messages, and all marketing communications must include an opt-out option.

Confidentiality and Privacy

Confidentiality

Both parties agree to keep Confidential Information secure and use it only as permitted by this Agreement. Disclosure is only allowed with prior consent or if required by law. These obligations survive the termination of the Agreement.

Exceptions to confidentiality include information that:

Becomes publicly known through no fault of the receiving party.
Is received from a third party without a breach of confidentiality.
Is already in the receiving party’s possession or independently developed without using Confidential Information.

Privacy

Visiplan’s use of personal information is governed by its Privacy Policy, which you accept by agreeing to these Terms. You can review this policy at visi.software/privacy-policy.

Intellectual Property

General

All title, rights, and ownership, including all Intellectual Property Rights related to the Service, Website, and any related documentation, remain with Visiplan or its licensors. Nothing in these Terms grants you any rights to the Service beyond those specifically granted herein.

Ownership of Data

You retain ownership of all data you input into the Service. Your access to this data, however, is contingent upon your account being in good standing and full payment of all Usage Fees. By using the Service, you grant Visiplan a non-exclusive license to use, copy, store, and back up your data as necessary to provide the Service and related functions.

Backup of Data

Visiplan follows industry best practices to prevent data loss, including regular backups. However, Visiplan does not guarantee the absence of data loss and is not liable for any data loss, regardless of the cause. You are encouraged to maintain your own backup copies of your data.

Third-Party Applications and Your Data

If you choose to use third-party applications with Visiplan, you acknowledge that these providers may access your data as needed for integration and functionality. Visiplan is not responsible for any disclosure, modification, or deletion of your data resulting from such access by third-party applications.

Termination

Trial Policy

Visiplan may offer a free trial for new subscribers. If you do not upgrade to a paid plan at the end of your trial, your access to the Service will be restricted. During the trial, the Terms of Service still apply.

Prepaid Subscriptions

Visiplan does not offer refunds for prepaid subscription periods, except as required by law. If you terminate your account before the end of a prepaid period, you will not be entitled to a refund for the unused portion.

Termination by You

You may cancel your subscription at any time through the Company's System Configuration page. Termination is effective at the end of the current billing cycle. Upon termination, Visiplan may permanently delete your data unless otherwise required by law.

Termination by Visiplan

Visiplan may suspend or terminate your account if you breach these Terms or if your use of the Service poses a security risk or violates applicable laws. Visiplan will make reasonable efforts to notify you in advance unless doing so is prohibited by law.

Governing Law

These Terms are governed by and construed in accordance with the laws of the jurisdiction in which Visiplan is registered. Any disputes arising out of or related to these Terms shall be subject to the exclusive jurisdiction of the courts located in that jurisdiction.

Warranties and Acknowledgements

Authority

You warrant that if you register to use the Service on behalf of another person or entity, you have the authority to agree to these Terms on behalf of that party. By registering, you agree that you are binding the person or entity on whose behalf you act to fulfill all obligations incurred under these Terms, without limiting your own obligations.

Acknowledgement

You acknowledge that:

You are authorized to use the Service and access the information and Data that you input into the Service, including Data input by any authorized individuals. You are also authorized to access processed information available through your use of the Service.
Visiplan holds no responsibility to any person other than you. Nothing in this Agreement confers any benefit to any person who is not a party to these Terms.
If you use the Service for the benefit of another party:

You are responsible for having the appropriate rights and authorizations.
You are responsible for managing access to any information or Data, and Visiplan is under no obligation to provide access without your authorization. Requests for such access may be referred to you.
You will indemnify Visiplan against claims or losses resulting from Visiplan’s decisions to deny access or make Data available per your instructions.

The Service is provided “as is” and at your own risk.
Visiplan does not warrant that the Service will be uninterrupted or error-free.
Access and availability of systems, such as the internet, are unpredictable and may interfere with Service access. Visiplan is not liable for such disruptions.
It is your responsibility to determine that the Service suits your business needs.

No Warranties

Visiplan makes no warranties regarding the Service. The Service is provided without implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement, except as required by law.

Consumer Guarantees

You represent that your access and use of the Service are for business purposes. To the extent allowed by law, consumer protection statutes do not apply to your use of the Service or these Terms.

Limitation of Liability

To the fullest extent allowed by law, Visiplan excludes liability for any loss or damage (including lost profits, data, or savings) arising from your use of or reliance on the Service. If you experience loss due to Visiplan’s negligence or breach of these Terms, any claim against Visiplan is limited to the amount of Usage Fees paid in the prior 12 months. Your exclusive remedy is to terminate these Terms as outlined.

Termination

Trial Policy

You may evaluate the Service under a free trial with no obligation to continue after the trial period, subject to these Terms.

No-Fault Termination

These Terms remain in effect as long as you use the Service and pay Usage Fees. Either party may terminate with 30 days' notice before the end of a payment period. Upon termination, you owe pro-rata Usage Fees for the current period.

Breach

Visiplan may terminate or suspend access if:

You breach these Terms and do not remedy within 14 days after notice.
The breach is not remediable, such as overdue payments beyond 30 days.
You become insolvent or subject to similar proceedings.

Upon termination:

Visiplan may stop your use of the Service and restrict access to Data.
You remain liable for accrued charges and must immediately cease using the Service.

Third-Party Products and Services

Visiplan may integrate with services like Xero, Google Maps, Office 365 and other products. By using Visiplan, you agree to comply with the terms of these third-party services, including any applicable privacy policies.

Help Desk

Technical Problems

If you encounter technical issues, make reasonable efforts to diagnose the problem. If unresolved, refer to Visiplan’s online support resources or email support.

Service Availability

Visiplan aims to provide continuous availability but may be unavailable during maintenance. In case of extended interruptions, Visiplan will notify you where feasible.

General

Entire Agreement

These Terms, along with our Privacy Policy and any instructions or notices under these Terms, represent the full agreement and replace prior agreements or understandings.

Waiver

No waiver of any breach is valid unless in writing and does not imply waiver of other breaches.

Delays

Neither party is liable for delays or failures due to causes beyond reasonable control, except for payment obligations.

No Assignment

You may not assign your rights without Visiplan’s written consent.

Governing Law

Australian law governs this Agreement and You submit to the exclusive jurisdiction of the courts of Australia for all disputes arising out of or in connection with this Agreement.

Severability

If any part of these Terms is invalid, it will be replaced with a valid provision that reflects the original intent, while the rest remains effective.

Notices

Notices must be in writing via email. Visiplan’s email is support@visi.software, and notices to you will be sent to your provided email address.

Rights of Third Parties

No third party has rights under these Terms.