This Software as a Service Agreement (“Agreement”) is entered into between:
KeepShift Pty Ltd (ACN 658 911 721), a company registered in Australia with its principal place of business in Queensland (“Company”, “KeepShift”, “we”, “our”, or “us”),
and
The individual or entity (“Client”, “you”, or “your”) who accesses or uses the KeepShift services.
2.1 We grant you a limited, non-exclusive, non-transferable licence to access and use the Service for internal business purposes.
2.2 We provide support and maintenance during Business Hours in accordance with our published service levels.
2.3 The Service is provided on an “as-is” basis. We aim for 99.5% uptime per month, excluding scheduled maintenance. Credits for excess downtime are capped at one month’s Fees.
You agree to:
You must not:
4.1 We own all rights in the Service, Software, and Documentation.
4.2 You retain ownership of your Data and grant us a limited licence to process and host it for the purpose of delivering the Service.
4.3 All rights not expressly granted are reserved.
5.1 Monthly Fees are based on active users at the end of each calendar month.
5.2 Charges are auto-debited via Stripe on the first business day of each month.
5.3 Additional data storage over 5GB is billed at $30 per GB.
5.4 We may update Fees with 30 days’ notice.
5.5 Late payments may incur 1.5% interest per month and possible service suspension.
6.1 Access is browser-based and includes a mobile PWA version. Supported browsers include Chrome, Firefox, and Safari.
6.2 Two-factor authentication (2FA) is available and recommended.
6.3 Scheduled maintenance will be announced with 2 business days’ notice.
6.4 You consent to authorised KeepShift staff accessing your account solely for support purposes. No data will be altered or used outside of that scope.
7.1 Your use of the platform is governed by our Privacy Policy and Security Policy.
7.2 You acknowledge that Data may be stored or processed on servers located outside your jurisdiction. We will ensure all international transfers comply with relevant privacy laws (e.g., GDPR, APPs).
7.3 You remain the controller of your Data and are responsible for regulatory compliance in your own region.
8.1 This Agreement continues month-to-month unless cancelled by either party.
8.2 Cancellation requires 30 days’ notice via email to support@keepshift.com.
8.3 After termination, you have 30 days to export your Data. After this period, we will delete all client data unless legally required to retain it.
8.4 We reserve the right to suspend or terminate access immediately for non-payment or breach.
You acknowledge and agree:
10.1 Client-originated breaches: You are responsible for breaches caused by your staff, software, or poor access controls. You must notify us immediately if you discover a breach.
10.2 Company-originated breaches: We will notify you of any unauthorised access or breach caused by our platform, and take remedial action in line with applicable laws.
10.3 We may suspend access to mitigate security risks.
10.4 No Liability for Third-Party Intrusions: We are not liable for breaches caused by external platforms or software (e.g., browsers, Stripe, Google Cloud) if we have taken reasonable preventative steps.
10.5 Limitation of Liability for Breaches: Our liability for data breaches is limited to the total Fees paid in the 12 months before the breach and excludes consequential loss.
10.6 Client Cooperation: You agree to cooperate with investigations into any suspected breach.
10.7 Data Breach Insurance: You acknowledge your responsibility to hold cyber insurance to cover incidents outside of KeepShift’s control.
You agree to indemnify KeepShift, its directors, and staff for any claim, loss, or damage resulting from:
12.1 You may submit reviews or feedback (“User Content”).
12.2 You grant KeepShift a perpetual, royalty-free licence to use such content for marketing, improvement, or demonstration purposes.
12.3 You represent that you have all necessary rights in any User Content submitted.
13.1 To the extent permitted by law, our liability under this Agreement is limited to the amount you have paid in Fees in the 12 months prior to the event.
13.2 We are not liable for indirect or consequential loss, including lost profits, lost data, or reputational damage.
13.3 This clause does not exclude liability for death, fraud, or injury caused by our negligence.
14.1 All content on our Website and within the Software is copyright-protected.
14.2 You may not replicate or redistribute any content without written permission.
14.3 Any unauthorised use of our intellectual property will result in enforcement action.
14.4 You agree to indemnify us for losses from misuse of our IP.
15.1 We may modify this Agreement with 30 days’ notice. Continued use implies acceptance.
15.2 If any term is found unenforceable, the rest remains effective.
15.3 You may not assign this Agreement without our consent. We may assign without restriction.
15.4 This is the entire agreement. It supersedes all prior discussions.
15.5 No agency, partnership, or employment relationship is created.
15.6 Notices must be in writing and sent to the Account email or support@keepshift.com.
15.7 Cross-border data: You acknowledge data may be transferred internationally and consent to such transfers.
15.8 Force Majeure: Neither party is liable for events beyond reasonable control.
15.9 Dispute Resolution:
15.10 Governing Law: This Agreement is governed by the laws of Queensland, Australia. Parties submit to the non-exclusive jurisdiction of its courts.
16.1 You authorise KeepShift support personnel to access your Account for the purpose of resolving support requests.
16.2 We will maintain confidentiality and limit access to what is necessary.
16.3 No data will be altered without your permission.
16.4 Access will be revoked and credentials deleted upon your request or contract termination.
By accessing or using KeepShift, you agree to the terms of this Agreement. If you do not agree, you must not use the Service.