Our Terms. Business Central Integration.

Introduction

These Terms of Service ("Terms") govern your access to and use of our Business Central integration application ("App"), provided by Sprint Analytics Pty Ltd ("we," "us," or "our"). By accessing or using the App, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the App.

Information We Collect

By clicking "I Agree," "Sign Up," or by otherwise accessing or using the App, you signify your agreement to these Terms. If you are using the App on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. In this case, "you" will refer to both you and that organization.

Use of Your Information

Grant of License: Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use the App solely for your internal business operations in conjunction with your Microsoft Dynamics 365 Business Central instance.

Restrictions: You agree not to:

(a) Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works of the App.

(b) Rent, lease, sell, sublicense, assign, or otherwise transfer your rights to use the App.

(c) Use the App for any illegal or unauthorized purpose or in any way that violates applicable laws or regulations (including, without limitation, privacy laws).

(d) Interfere with or disrupt the integrity or performance of the App or the data contained therein.

(e) Attempt to gain unauthorized access to the App or its related systems or networks.

(f) Remove, alter, or obscure any proprietary notices (e.g., copyright and trademark notices) from the App.

(g) Use the App to store or transmit any content that is infringing, libelous, or otherwise unlawful or tortious, or to store or transmit any content in violation of third-party privacy rights.

Your Business Central Data

Ownership of Data: You retain all ownership rights to your data within your Business Central instance and any data accessed, processed, or generated by the App ("Your Data").

Data Processing: You acknowledge and agree that the App will access, process, and potentially store Your Data as necessary to provide its intended functionality. You grant us a non-exclusive, worldwide, royalty-free license to use Your Data solely for the purpose of providing, maintaining, and improving the App, and for compliance with legal obligations.

Data Security: We will implement reasonable technical and organizational measures to protect Your Data, consistent with industry standards and our Privacy Policy. However, you acknowledge that no method of transmission over the internet or electronic storage is completely secure, and we cannot guarantee absolute security.

Your Responsibilities: You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Your Data. You are also responsible for complying with all applicable laws and regulations regarding the collection, processing, and transfer of Your Data, including the Australian Privacy Principles (APPs) under the Privacy Act 1988 (Cth), and any other relevant data privacy laws in jurisdictions where your users or data reside. You warrant that you have all necessary rights and consents to allow the App to access and process Your Data.

Integration with Business Central

Permissions: You are responsible for configuring and maintaining the necessary permissions and access rights within your Business Central instance to allow the App to function correctly.

API Usage: The App relies on the Microsoft Business Central API. You acknowledge that our ability to provide the App's functionality is dependent on the availability and functionality of the Business Central API, which is controlled by Microsoft. We are not responsible for any issues arising from changes, disruptions, or termination of the Business Central API by Microsoft.

Microsoft Terms: Your use of Business Central is governed by your agreement with Microsoft. These Terms do not modify or supersede your agreement with Microsoft.

Fees and Payment

Subscription Fees: If the App is offered on a subscription basis, you agree to pay all applicable fees as described on our website or within the App, for the selected subscription plan.

Billing and Payment: All fees are due in advance and are generally non-refundable unless otherwise stated. You authorize us to charge your chosen payment method for all applicable fees on a recurring basis (e.g., monthly, annually) until cancellation.

Taxes: All fees are exclusive of any goods and services tax (GST) or other applicable taxes, duties, or government charges, which you are responsible for paying.

Changes to Fees: We reserve the right to change our fees at any time, with at least thirty (30) days' notice to you. Your continued use of the App after such notice constitutes your acceptance of the new fees.

Intellectual Property

Our Property: The App, including all software, code, designs, graphics, text, and other content, is and shall remain the exclusive property of Sprint Analytics Pty Ltd and its licensors.

Trademarks: "Sprint Analytics - Business Central Integration" and "Sprint Analytics Pty Ltd" are trademarks of Sprint Analytics Pty Ltd. You may not use these trademarks without our prior written permission.

Support and Maintenance

Support: We will provide reasonable technical support for the App during standard business hours (9 AM to 5 PM AEST, Monday to Friday or in a separate support agreement (if applicable).

Updates: We may, from time to time, release updates, bug fixes, and new versions of the App. These updates may be automatically installed or may require your action. You agree to install or allow the installation of all updates to ensure optimal performance, security, and compatibility.

Confidentiality

Confidential Information: "Confidential Information" means any non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, trade secrets, business plans, financial information, customer lists, technical data, and any non-public aspects of the App.

Obligations: Each party agrees to protect the other's Confidential Information with the same degree of care it uses to protect its own similar information, but in no event less than reasonable care. Neither party will use any Confidential Information for any purpose outside the scope of these Terms, except with the disclosing party's prior written permission. The obligations of confidentiality shall survive the termination of these Terms.

Disclaimer of Warranties

THE APP IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY.

WE DO NOT WARRANT THAT THE APP WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE MAKE NO WARRANTY REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APP OR THE ACCURACY, RELIABILITY, OR QUALITY OF ANY INFORMATION OBTAINED THROUGH THE APP. YOU ACKNOWLEDGE THAT YOUR USE OF THE APP IS AT YOUR SOLE RISK.

Nothing in these Terms excludes, restricts, or modifies any right or remedy you may have under the Competition and Consumer Act 2010 (Cth) or other similar state or territory legislation that cannot be excluded, restricted, or modified by agreement. To the extent that the Australian Consumer Law applies to the supply of the App, our liability is limited, at our option, to either (a) re-supplying the services; or (b) paying the cost of re-supplying the services.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPRINT ANALYTICS PTY LTD, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE APP; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE APP; (III) ANY CONTENT OBTAINED FROM THE APP; AND (IV) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

OUR TOTAL CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE APP SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE APP IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR AUD $100 IF YOU HAVE NOT PAID US FOR THE USE OF ANY APP.

Indemnification

You agree to indemnify, defend, and hold harmless Sprint Analytics Pty Ltd and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or relating to: (a) Your access to or use of the App. (b) Your violation of these Terms. (c) Your violation of any rights of a third party, including intellectual property rights or privacy rights. (d) Your Data, including any claim that Your Data infringes or violates any third party's rights or violates any law.

Terms and Termination

Term: These Terms will remain in full force and effect while you use the App.

Termination by You: You may stop using the App and terminate your account at any time by providing written notice to us. Upon termination, you will remain responsible for any fees incurred prior to the termination effective date.

Termination by Us: We may suspend or terminate your access to the App, with or without cause or notice, at any time, if we believe you have violated these Terms. We may also terminate your access for inactivity.

Effect of Termination: Upon termination, your right to use the App will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Governing Law and Dispute Resolution

Governing Law: These Terms shall be governed by and construed in accordance with the laws of Queensland, Australia.

Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, or invalidity thereof, shall be first addressed through good faith negotiations between the parties. If the dispute cannot be resolved informally, it shall be finally settled by arbitration in accordance with the rules of the Australian Centre for International Commercial Arbitration (ACICA) for the time being in force. The seat of the arbitration shall be Brisbane, Queensland. The language of the arbitration shall be English.

Miscellaneous

Entire Agreement: These Terms, together with our Privacy Policy and any other policies expressly incorporated by reference, constitute the entire agreement between you and us regarding the use of the App and supersede all prior and contemporaneous agreements, proposals, or representations, whether written or oral.

Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

Waiver: Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may assign these Terms without restriction.

Changes to Terms: We reserve the right to modify these Terms at any time. We will notify you of any material changes by posting the updated Terms on our website or within the App. Your continued use of the App after the effective date of the revised Terms constitutes your acceptance of the changes.

Contact Us

If you have questions or comments about these Terms, please contact us at: info@sprintanalytics.com.au or +61 2 5117 3210.