Terms and Conditions

Inspace Terms and Conditions

Welcome to Inspace! We offer an integrated suite of cloud-based products and services for the commercial real-estate sector, including:

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(b.)

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Further details about the Services are available on our website at inspace.ai (the Site) .

‍ In these Terms, when we say you or your, we mean you as an individual if you are accepting these Terms for yourself. If you are accepting these Terms on behalf of an entity (such as your employer) and you are authorised to do so, then you or your means that entity. When we say we, us, or our, we mean Ravel Technologies Pty Ltd trading as Inspace(ACN 617 316 864).

These terms and conditions ( Terms) form our contract with you, and set out our obligations as a service provider and your obligations as a customer. You cannot use the Services unless you agree to these Terms.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

OUR DISCLOSURES

Please read these Terms carefully before you accept. We draw your attention to:

We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link in the Services, or for featuring certain goods or services on the Services.

‍ These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.

  1. Engagement and Term

1.1 These Terms apply from the time you agree to these Terms, until the date these Terms are terminated in accordance with their Terms (Term).

1.2 Subject to your compliance with these Terms, we will provide you with access to the Services.

1.3 We will not be responsible for any other services unless expressly set out in these Terms or on our Site.

1.4 Where you engage third parties to operate alongside the Services (for example, any third-party software systems you wish to integrate with the Services), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise.

1.5 We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Services after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you should cease using the Services. If you have paid upfront for recurring access to any of the Services (excluding one-time purchases) and you would like to cancel them, please contact us in writing within 30 days of receiving notice to cancel that recurring access and we will issue you a pro-rata refund for such Services.

  1. Services

2.1 Our Services may include one or more of the following products:

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2.2 The scope and inclusions of your Services will be set out in the order you sign (Order).

2.3 Our Services provide an administrative dashboard for managing production processes, feedback, task approval, and content management.

2.4 Inspace provides visual representations based on available information. You acknowledge these representations may not be complete or faultless.

2.5 We will perform the Services upon payment of agreed charges. The Services are subject to your provision of Building Materials and necessary information.

2.6 By uploading information or Building Materials, you warrant that you have the right to do so and are solely responsible for its accuracy and completeness. We reserve the right to halt work pending receipt of required materials.

2.7 We will use reasonable endeavours to provide Services as agreed, but delivery times are estimates only. We reserve the right to update and modify the Services at our discretion.

  1. Account

3.1 You must sign up for an Account in order to access and use the Services.

3.2 You may invite Authorised Users to access and use the Services under your Account. You are responsible for ensuring that your Authorised Users comply with these Terms. You may change who your Authorised Users are at any time through your Account, and what access rights or permissions they have when using the Services. While you have an Account with us, you agree to (and to ensure your Authorised Users agree to):Our Services may include one or more of the following products:

(a.)

(b.)

(c.)

3.3 If you close your Account, you and your Authorised Users will lose access to the Services.

  1. Fees

4.1 Our fees for the Services fall into the following categories:

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(b.)

(c.)

4.2 All fees, set out in the Order, are specified in Australian Dollars and exclude GST, unless otherwise stated.

4.3 We may change our fees from time to time. Any changes will be notified to you.

4.4 Additional third-party expenses may be incurred in delivering certain Services. We will notify you of these expenses and seek your consent before incurring them.

4.5 You may pay for Services using the methods specified in the Order you agree to. Payment may be processed via a third-party payment provider. A surcharge may apply to credit card payments.

4.6 You must not pay, or attempt to pay, any fees due under these Terms or as a result of your use of the Services by fraudulent or unlawful means. If you make payment by credit card, you must be the authorised card holder. If any fees due under these Terms or as a result of your use of the Services are not paid on time, we may:

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4.7 You are responsible for paying any levies or taxes associated with your use of the Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

  1. Subscription Services

5.1 Some of our Services are offered on a subscription basis.

5.2 For Annual Subscriptions:

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5.3 We may adjust the pricing of the Services from time to time. We will provide at least 30 days’ notice of a price increase before it becomes effective. If you do not cancel your subscription, you will be deemed to have accepted these new fees.

5.4 If you close your Account, you will continue to have access to your Account and the Services until the end of your current Subscription Cycle, unless we determine (in our sole discretion) to refund this fee or you have a separate payment arrangement.

  1. Licence

6.1 During the Term, we grant you and your Authorised Users a right to use our Services in accordance with these Terms. This right cannot be passed on or transferred to any other person.

6.2 When you purchase our Services, your access rights will vary based on the type of service. For one-time purchases, we grant you and your Authorised Users the right to access the purchased Service until the earlier of the specified duration of access, the termination of these Terms or your cancellation of the specific Service. For recurring services, we grant you and your Authorised Users a right to access the relevant Services only for the duration that you continue to pay for the Service, subject to these Terms. These rights cannot be passed on or transferred to any other person.

6.3 You must not (and you must ensure that your Authorised Users do not):

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6.4 If the Services include API access, you may use any provided APIs in accordance with our API documentation and usage policies. You may make necessary modifications to facilitate such integration, provided that such modifications do not alter or compromise the core functionality or security of the Services.

  1. Availability, Disruption and Downtime

7.1 While we strive to always make the Services available to you, we do not make any promises that these will be available 100% of the time. The Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.

7.2 The Services may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.

7.3 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to the Services.

  1. Intellectual Property and Data

8.1 We own all intellectual property rights in the Services. This includes how the Services look and function, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on the Services.

8.2 We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

Your Data

8.3 We do not own any of Your Data, but when you enter or upload any of Your Data into the Services, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data for the duration of your use of the Services (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

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8.4 You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks.

8.5 You are responsible for (meaning we are not liable for):

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(b.)

8.6 Your Data may include Personal Information of End Users (End User Information). Unless we receive express consent from the End User, all End User Information will be de-identified for analytical purposes. We will handle End User Information in accordance with applicable Privacy Laws, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

8.7 End User Information is collected to provide and develop the Services only. With the End User’s consent, it may be used to generate leads.

8.8 We will not:

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(b.)

8.9 Each party is responsible for its own compliance with Privacy Laws regarding End User Information. If either party becomes aware of any breach or potential breach of Privacy Laws, it will promptly notify the other party, and we will cooperate to address the issue.

8.10 If you do not provide Your Data to us, it may impact your ability to receive the Services.

8.11 Notwithstanding anything else in these Terms, we own all right, title, and interest in and to any improvements, developments, or derivative works created from or based on de-identified versions of Your Data or End User Information, including but not limited to:

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(b.)

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8.12 This clause 8 will survive the termination or expiry of these Terms.

  1. Confidential Information and Personal Information

9.1 While using the Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any Authorised Users, employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.

9.2 However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.

9.3 We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on the Site, and applicable privacy laws.

9.4 You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).

9.5 We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).

9.6 Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.

9.7 This clause 9 will survive the termination or expiry of these Terms.

  1. Consumer Law Rights

10.1 In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms.

10.2 Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.

10.3 If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).

10.4 This clause 10 will survive the termination or expiry of these Terms.

  1. Liability

11.1 To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:

(a.)

11.2 Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:

(a.)

  1. Suspension and Termination

Suspension

12.1 We may suspend your access to the Services where we reasonably believe there has been any unauthorised access to or use of the Services (such as the unauthorised sharing of login details for the Services). If we suspend your access to the Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate these Terms and your access to the Services will end.

Termination

12.2 We may terminate these Terms (meaning you will lose access to the Services, and any recurring Services will be cancelled) if:

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(b.)

(c.)

(d.)

(e.)

12.3 You may terminate these Terms if:

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(b.)

12.4 You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 13.8), and if you have purchased any recurring Services, termination will take effect at the end of your current Services period.

12.5 Upon termination of these Terms, we will retain Your Data (including copies) as required by law or regulatory requirements.

12.6 Termination of these Terms will not affect any other rights or liabilities that we or you may have.

12.7 This clause 12 will survive the termination or expiry of these Terms.

  1. General

13.1 Assignment : You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

13.2 Disputes : Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

If the Dispute is not resolved at that initial meeting:

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(b.)

13.3 Events Outside Our Control : We will not be liable for any delay or failure to perform our obligations (including the Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

13.4 Governing Law : These Terms are governed by the laws of New South Wales, and any matter relating to these Terms is to be determined exclusively by the courts in New South Wales and any courts entitled to hear appeals from those courts.

13.5 Illegal Requests : We reserve the right to refuse any request for or in relation to the Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.

13.6 Marketing : You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.

13.7 Nature of Legal Relationship : These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.

13.8 Notices : Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.

13.9 Professional Services Disclaimer : The Services do not constitute, and are not a substitute for, financial, legal or risk management advice.

13.10 Publicity : You agree that we may, with your written consent, advertise or publicise the fact you are a customer of ours, for example on the Site or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.

  1. Definitions

14.1 In these Terms: