Terms of Services

Rawfor SAAS Service Agreement

1.    Agreement

  • These Rawfor SAAS Service terms apply to all Services provided to the Customer by Rawfor Pty Ltd ABN 52 623 712 149, a company incorporated in Australia and located at Unit 2 / 79 Williamson Rd, Inlgeburn NSW (Provider).
  • An Agreement will be formed between the Customer and the Provider for the provision of Services for a Project and these service terms will be deemed to be accepted by the Customer, on the earlier of the Customer releasing Materials to Rawfor to undertake a Project, the Customer signing an Order Form for a Project, or the Customer commencing to use the Services or platform for an existing

2.    Definitions

  • The parties agree that:
  • Agreement means the Order Form for the Project (if applicable), these service terms, all schedules to these terms, all Provider policies that the Customer is required to comply with and any other document expressly nominated by the Provider (and in that order of precedence).
  • Charges means all costs and charges arising in respect of the Services the subject of this
  • Customer means the person or entity who purchases the Services from the
  • Customer Materials means all works and material of any kind or nature provided to the Provider by the Customer or the Customer’s Personnel and either uploaded to and stored on the Platform and/or, including but not limited to drawings, video, audio, documents, and data.
(e)   Customer’s Personnel means:
  1. any employee, officer, agent, or contractor of the Customer; or
  2. any person (including without limitation any employee, officer, agent, supplier, sub-contractor, associate or third party) or any application or automated system that accesses the Platform using the Customer’s login or from any of the Customer’s user
  • Insolvency Event means in respect of a party, that party: being a natural person, the person becomes bankrupt or is unable to pay its debts when they fall due; or being a corporation, takes or has taken against it any action for the winding up of the corporation or the placing of the corporation under external administration, has an administrator, receiver or controller appointed over any of its assets or is unable to pay its debts when they fall
  • Intellectual Property Rights includes any copyright, patent, trade mark, registered design, trade secret, know-how and confidential information or any production and reproduction rights, artist residuals, performance licensing, voice licensing, music licensing or other third party
  • Law means all applicable laws, orders, rules or regulations of any government or other competent
  • Loss means all actions, claims, costs (including legal costs on an indemnity basis), damages, expenses, interest, liabilities and losses.
  • New Functionality means new functionality that is introduced to the Platform by an
  • Order Form means the document titled ‘Rawfor.com– Order Form’ setting out the Services to be acquired by the Customer for a particular
  • Permitted Purpose means:
    1. the upload to, storage on, processing, repurposing, editing collaboration, download, communication or transmission of any part or parts of the Customer Materials via the Platform by the Provider,

Customer and/or Customer’s Personnel; and/or

  1. the storage of the Customer Materials on LTO by the
  • Platform means the Provider’s software platform known as Rawfor.
  • Platform Services means storage of Customer Materials on the Platform, workflow management of Customer Materials on the Platform, and Platform support services as detailed in the Service Level
  • Project means Services in respect of a discreet group of Customer Materials supplied by or on behalf of the Customer to the
  • Services means the Platform Services and/or Archiving Services that the Provider supplies to the Customer for a
  • Service Level Agreement means the agreement annexed as a schedule to this
  • Upgrades means new versions of, and updates to, the Platform, whether for the purpose of fixing an error, bug or other issue in the Platform or enhancing the functionality of the
  • Use means upload, storage, access, use, processing, repurposing,

editing collaboration, download, communication, transmission or release (in part or in whole) of Customer Materials.

3.    Platform Services

3.1 Term

Unless expressly stated otherwise in an Order Form:

  • the initial term for the supply of Platform Services for a Project is at least 1 month commencing on the earlier of the date specified in the relevant Order Form and the date that the Platform Services for that Project are first made available to the Customer (Initial Term);
  • In the event the Customer elects an initial term of 3 months or more, the Provider will advise the Customer of the applicable Charges for the Platform Services with such Charges to be payable in advance by means of Recurring Credit Card Payment or Direct Debit from the Customer bank account.
  • Prior to the expiry of the Initial Term and any subsequent term the Customer may, subject to the consent of the Provider, elect to renew the Platform Services for a further period of 1 month or as otherwise agreed (Renewed Term)
  • The Provider will advise the Customer of the applicable Charges for the Platform Services for any Renewed Term with such Charges to be payable in advance by means of Recurring Credit Card Payment or Direct Debit from the Customer bank account.

3.2  License

The Provider grants to the Customer for the duration of the Initial Term and any Renewed Term (together the Term) a non-exclusive, non-transferrable license to use the Platform solely for the Permitted Purpose via any standard web browser or mobile device, subject to the conditions set out in this Agreement and payment of the applicable Charges.

3.3  Access

The Provider will make the Platform available to the Customer during the Term by establishing unique login accounts to access the Platform.

3.4  User account and passwords

The Customer acknowledges and agrees that for a Project:

  • the Platform may only be accessed and used by the number of individual people equal to the number of user accounts detailed in the Order Form or as otherwise advised by the Provider;
  • if the Customer requests the Provider to assign user accounts and therefore data access to Customer’s Personnel (subject to the maximum number of user accounts referred to above), thereby allowing the Customer’s Personnel direct access to the Customer Materials, the Customer will remain responsible for all acts or omissions of the Customer’s Personnel as if they were acts or omissions of the Customer;
  • the Customer must keep fully secure any passwords used to access the Platform and must notify the Provider immediately if any security in the passwords or Customer’s login is compromised; and
  • the Customer is fully responsible for the ongoing management of all user account access privileges, user rights, associated action rights and any other activities within the Platform by any Customer’s

3.5  Customer’s obligations

The Customer must not, and must ensure that the Customer’s Personnel do not, use the Platform otherwise than for the Permitted Purpose and must not use the Platform or undertake any Permitted Purpose in any way that:

  • is in breach of any Law, fraudulent or harmful or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity; or
  • causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform, or any of the areas of, or services on, the
    • The Customer must immediately notify the Provider by email if it becomes aware that the content of, or material embodied in, the Customer Materials contravenes any third party’s rights, including without limitation Intellectual Property Rights, or breaches any

4.7  Service Levels

The Provider’s commitment to the availability of the Platform Services are specified in the Service Level Agreement.

4.8  Maintenance

The Customer acknowledges that unscheduled maintenance may occur from time to time and that the Provider will not be liable to the Customer for any Loss arising out of or in connection with scheduled or unscheduled maintenance to the Platform.

4.9 Upgrades and New Functionality

The Customer acknowledges and agrees that:

  • this Agreement is not contingent on the delivery of any future functionality, features or Upgrades, unless specifically detailed on the Order Form;
  • Upgrades will be undertaken at such times and at such frequency as determined by the Provider at its sole
  • Upgrades may result in changes to the appearance and/or functionality of the
  • the Provider will endeavor to give the Customer prior notice of the application of any significant Upgrade to the Such notice shall include details of the specific changes to the functionality of the Platform resulting from the application of the Upgrade;
  • the Customer will not be subject to any additional Charges arising out of the application of the Upgrade, except where the Upgrade introduces New Functionality to the Platform and the New Functionality does not serve the same purpose as legacy functionality that ceases or has ceased to be available as a result of any The Provider will advise the Customer of the relevant Charges for New Functionality which the Customer may, at its sole discretion, elect to purchase. Any decision by the Customer not to purchase access to the New Functionality will not prejudice the Customer’s Use of the rest of the Platform.

4.    Customer Materials

  • The Provider reserves the right to suspend Customer’s access to the Platform or to Customer Material from the Platform without notice to the Customer if the Provider:
  • determines that the Customer is in breach or is likely to breach of this Agreement;
  • receives notification of a claim by a third party, or becomes aware of a Court order, judgment or determination being made by a Court, tribunal or other competent body, that the Customer Materials are illegal, offensive, objectionable, defamatory or in breach or alleged breach of a third party’s rights;
  • is directed to do so by an appropriate authority pursuant to any take- down notice in accordance with its obligations under any applicable Law; or
  • is required to do so by the terms of any applicable industry code of conduct from time to
    • The Provider has no obligation whatsoever to monitor, review or edit the Customer

5.    Charges and payment

  • The Customer must pay the Provider all Charges for the Charges are based on Services purchased and are non-refundable, even in the event of early termination.
  • Unless otherwise stated in the Order Form, invoiced Charges are due and payable 14 days from the invoice
  • If any invoiced amount is not received by the due date, then without limiting the Provider’s rights or remedies, those charges may accrue late interest at the rate of 5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or the Provider may amend the payment terms at any time by providing written notice to the Customer, including without limitation, requiring payment terms shorter than those specified in clause 5.2.
  • If any Charges owing by the Customer are 14 or more days overdue, the Provider may, without limiting its other rights and remedies, accelerate the Customer’s unpaid fee obligations under all agreements between the Customer and the Provider so that all charges become immediately due and payable, and suspend access to the Platform and provision of the Services to the Customer until such amounts are paid in Where an account is overdue, the Provider will give the Customer at least 3 days’ prior notice before suspending Services.
  • The Provider will not exercise its rights under clauses 3 or 5.4 if the Customer is disputing the applicable Charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
  • The Charges do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value- added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, Taxes). The Customer is responsible for paying all Taxes associated with the Customer’s purchase of the
  • To the extent that any supply of Services is a taxable supply, the Customer must pay, in addition to the consideration to be provided under the Agreement (unless it expressly includes GST) an amount equal to the amount of that consideration (or its GST exclusive market value) multiplied by the rate at which GST is imposed in respect of the Terms used in this clause 5.7 are as defined in A new Tax System (Goods and Services Tax) Act 1999, unless the context indicates otherwise.

6.    Warranties

  • The Provider warrants to the Customer that the Platform will materially perform in accordance with the documentation made available on the Platform specifying how the Platform must be used (subject to any Upgrades).
  • The Customer acknowledges that the Services are provided ‘as is’ and on an ‘as available’ basis and that software is never wholly free from defects, errors and
  • The Provider gives no express or implied warranty or representation

that the Platform or any third party content will be wholly or materially free from defects, errors and bug, that the Customer’s Use of the Services will be uninterrupted or that the Services will meet all of the Customer’s requirements

  • Except only for the warranties expressly set out in these terms and those rights and remedies that the Customer has in respect of the Services under the Competition and Consumer Act 2010 (Cth) and similar state and territory laws and which cannot be lawfully excluded, restricted or modified all conditions and warranties, whether statutory or otherwise, are excluded in relation to the Services, including without limitation the exclusion of any implied warranties of merchantability or fitness for a particular
  • In the event of a breach by the provider of a warranty set out in this Agreement, or a warranty which cannot be lawfully excluded, the Customer’s sole and exclusive remedy and the Provider’s entire obligation and liability to the Customer will be limited (at the Provider’s election) to deliver, free of charge, replacement Services; and / or refund the Buyer the amount actually paid for the defective portion of the Services not replaced by
  • The Customer warrants throughout the period that the Services are provided that it owns or controls all Intellectual Property Rights in the Customer Materials or that it is, and will remain, otherwise entitled to Use the Customer Materials for the Permitted Purpose; and that the Use of the Customer Materials on the Platform will not breach any Law or third party rights, including without limitation Intellectual Property

7.    Liability and indemnity

  • The Customer indemnifies the Provider for and against all Loss arising out of or in connection with:
  • any Customer Materials including without limitation any claim involving alleged infringement of any Intellectual Property Rights or other third-party rights in the Customer Materials; and
  • the Customer or the Customer’s Personnel’s Use of the Services or breach of the Agreement, or any negligent or fraudulent act or omission or breach of Law by the Customer or the Customer’s
    • Notwithstanding any other provision of this Agreement the Provider will not be liable to the Customer for any consequential, special or indirect Loss or any loss of profit, loss of goodwill, loss of revenue or loss of business opportunity arising out of or in connection with this Agreement even if the Provider knew they were possible or they were otherwise
    • To the extent permitted by law, the Provider’s maximum liability to the Customer in respect of any Loss arising out of or in connection with this Agreement, including as a result of third party claims or under any warranty, will be limited to the total Charges payable by the Customer for the Project to which the claim relates, regardless of the form of action, whether based in contract, tort, negligence, strict liability or

8.    Intellectual Property Rights

  • The Intellectual Property Rights in the Services and any software used in connection with the Services are and will at all times remain the Provider’s property.

9.    Confidentiality

  • Each party will keep confidential and not disclose the confidential information of the other party (including without limitation trade secrets and information of commercial value) to any person save as expressly permitted by this Agreement and protect the other party’s confidential information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of
  • The obligations of confidentiality in clause 9 do not apply to the extent that the information is already in the public domain, is acquired independently otherwise than due to a breach of an obligation of confidentiality, or where disclosure is required by

10.  Privacy

  • The Customer must, and must ensure that all Customer Personnel, comply with the Rawfor Privacy Policy and all applicable Laws relating to data protection and privacy, including without limitation the Privacy Act 1988 (Privacy Act).
  • The Customer acknowledges that Use of the Platform may include the storage, transmission or processing of Customer Materials outside Australia and the Customer agrees that to the extent that Customer Materials contains Personal Information (as defined in the Privacy Act), that it has obtained the consent of the relevant individuals for the Use of the relevant Customer Materials on the Platform pursuant to this

Agreement.

11.  Suspension

  • The Provider may suspend access to, or use of, all or any part of the Services by the Customer and the Customer’s Personnel if the Provider determines that the access or use of the Services poses a security risk, may adversely impact the Services or the Platform or may subject the Provider or any third party to
  • If the Provider suspends access to, or use of, all or any part of the Services the Customer will remain responsible for all Charges incurred during the period of

12.  Termination

  • If a party is in breach of this Agreement, the non-defaulting party may give the defaulting party a notice specifying the breach and requiring the defaulting arty to rectify the breach within a reasonable period of no less than 15 business days of the date the party received the The non-defaulting party may terminate this Agreement upon notice in writing if the defaulting party has not rectified the breach within the period specified in the original notice.
  • Either party may terminate this Agreement in whole or in part with immediate effect by giving the other party written notice, where the other party suffers an Insolvency
  • Upon termination of this Agreement, the right of the Customer and the Customer’s Personnel to access or use the Platform will cease and the Provider will cease providing all Support Services to the All the provisions of this Agreement will cease to have effect, except for those clauses which, by their nature, are intended to survive termination.

13.  Notices

  • Except expressly provided otherwise in this Agreement, any notice, demand, consent or other communication (a Notice) given or made under this Agreement must be in writing and delivered to the recipient by prepaid post, or the last known address of the recipient and will be conclusively taken to be duly given or made in the case of delivery by post, 2 business days after the date of posting (if posted to an address in the same country) or 7 business days after the date of posting (if posted to an address in another country) or in the case of delivery in person, when
  • The Provider may provide notice to the Customer by email and in which case the notice will be deemed to be provided when the Provider sends the email to the email address the Customer has

14.  General

  • Dispute resolution: All disputes between the parties arising out of or relating to this Agreement must first be referred by either party in writing, to each party’s The representatives must meet and attempt to resolve the dispute within a period of 30 days from the date of referral of the dispute to them or such other timeframe as agreed by the parties.
  • Force Majeure: The obligations of a party under this Agreement (excluding an obligation to make payment) are suspended during the period and to the extent that such party is prevented or hindered from complying with the obligations due to a Force Majeure In this clause a Force Majeure Event means any event that is beyond the control of the affected party, including an act of God, lightning, storm, flood, fire, earthquake or explosion; act of public enemy, war (whether declared or undeclared), terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic; the unavailability of any third party software or services that forms part of the Platform or the Services; electrical, telecommunications or other utility failures; strike, lockout or other labour difficulty; or the effect of any Laws.
  • Assignment: Unless this Agreement expressly states otherwise, the Customer may not assign, license or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of the The Provider may subcontract, assign, or novate the whole or part of this Agreement to a third party without the consent of the Customer.
  • Variations: The Provider may vary this Agreement or any Provider policies from time to time by publishing the revised terms on the Platform or by notifying you by You will be deemed to have accepted the varied Agreement and policies if you continue to use the Services.
  • Waiver: A waiver of any right arising under this Agreement must be in writing and signed by the party granting the
  • Entire Agreement: This Agreement constitutes the entire agreement between the Provider and the Customer and supersedes all prior representations, agreements and understandings between the parties regarding the subject regarding the subject matter of this
  • Law and Jurisdiction: This Agreement is governed by and is to be construed in accordance with the laws of the State of New South Wales, The parties submit to the non-exclusive jurisdiction of the courts of the State of New South Wales, Australia and courts entitled to hear appeals from those courts.

Schedule 1 – Service Level Agreement

1. Support
    • Rawfor support is available during business hours via email support@rawfor.com or via telephone 02 8776 3780. Support business hours are Monday to Friday from 09:00am to 04:00pm, excluding public holidays.
2.    Response and resolution times
  • Support Response Objectives:
  • Critical problem – complete outage: under 2 business days response, under 2 business days restoration of
  • Major Problem – Functionality issues below SLA: under 3 business days response, under 3 business days restoration of full
  • Minor Problem – does not affect functionality: as soon as practical, restore as soon as
3.    Maintenance
  • The Customer will be notified at least 2 days prior to scheduled Platform maintenance that may have any material effect on the Platform in terms of availability and user experience, both during and subsequent to
4.    Back-up and restoration
  • All Customer Materials may undergo backup and restoration within the Platform from time to
5.    Limits on Support Services
  • Technical support will focus on Platform support – software and connectivity that provides the Platform in its
  • Support may find fault(s) exist in Customer Material that may not be able to be detected on In this case the Provider will notify the Customer that the limit of support has been reached.
6.    Uptime commitment
  • Service Availability Hours: 24hours a day, 7 days a week, 365 days a
  • Service Level Target: 9%. The Service Level Target is a measurement of time per calendar month, expressed as a percentage, that the Platform Service is available (i.e. there is no interruption to service or no major reduction in the quality of service). The Service Level Target excludes periods of planned maintenance, maintenance or restoration works provided specifically at the Customer’s request, or any Force Majeure Event.

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