Platform as a Service End User License Agreement (PaaS EULA)
[Last updated June 2021]
1 Parties To This Agreement
When you read words “Quotec”, “us”, “our” or “we” it means Quotec Pty Ltd ABN 47 135 753 552 and our directors, employees, agents, successors and legal assigns.
The words “you”, “user” or “your” means you, the user of our platform and your employees, agents, successors and legal assigns (as applicable).
This agreement starts on the earlier of the date you agree to these terms, or the date you start using the Quotec Live platform, even if you have not accepted these terms, and continues until terminated by either you or us, in accordance with this agreement.
3 What We Do
Quotec Live is a cloud-based software platform that provides tools to help a user to design, calculate and engineer sheds, garages, carports, barns, awnings and mezzanine floors and other types of structures designed in steel form.
Quotec Live is available for two types of use:
- You can create a design and place an order for a kit matching your design, and the kit will be provided subject to our terms of supply (here), OR
- You can create a design and get a bill of materials (BOM) that matches the design. Our system enables BOM users to choose your own suppliers and input their price details to generate quotes and purchase orders
Access to Quotec Live is via our website at design.quotec.com.au. In this agreement we call this website, together with the tools available on it, our platform. Users of our platform pay subscription fees for access to use the platform which varies depending on the user’s needs, number of users and size of organisation.
4 How It Works
You open an account via our website, subscribe for the level of use you require and enter into this binding license agreement with us. You will be required to enter your payment details to set up your account.
Your 7-day free trial period starts on the day you set up your account. No fees will be charged at that time.
Your registered email address will be your username. You will decide your password. To access the platform, you will need to enter your username and password. It is your responsibility for ensuring the security of your username and password.
5 License To Use Quotec
Once you have opened an account with us, subscribed to the level of access required and paid the subscription fees (if any), we grant you a non-exclusive, revokable licence for the period of your subscription to access the platform and use the parts of the platform available under your subscription.
You do not have any ownership rights to any part of the platform. Quotec owns or has the rights to use the platform and anything comprising the platform.
The license granted to you is personal, is not transferrable to anyone else and is limited by the terms of this agreement.
We may transfer or assign the benefit of this Agreement and your subscription to any third party at any time. We will provide you with notice of such transfer or assignment.
6 Our Responsibilities
The service we offer is a licence to access and use Quotec Live platform on these terms.
The platform is made available on an ‘as is where is’ basis. Your use of the platform is your responsibility and at your own risk.
What does this mean? It means we provide tools on the platform for you to use but what you actually do with the tools is your responsibility. For example, if you design a shed and order the components only to find the shed will not fit where you intended, or is not allowed by the local council, that is your responsibility, not ours.
If you are a BOM buyer, you warrant that you have the skills to check the BOM for accuracy prior to you ordering the shed on your suppliers. We are not responsible in any way for your acts or omissions or your dealings with your suppliers. Any subsequent loss from your failure to check the BOM is your responsibility, not ours
We reserve the right to make changes to the platform or to provide updates at any time, although we are not obliged to do so.
7 Your Responsibilities
When using our platform, you agree:
- you are responsible for any use you make of the platform and any product or design you create;
- you will provide true and correct details when you set up your account (including the number of users if you are purchasing multiple licenses) and to keep this information up to date;
- you will pay subscriptions, invoices and fees owing to us in full and on time;
- you will keep all username and passwords secure and confidential and not to share the access details with anyone other than the person entitled to use them;
- you will immediately notify us of any unauthorised use of your passwords or other breach of security;
- you will ensure appropriate procedures and policies are implemented to accurately identify employees using the platform to enable accurate matching of orders with users;
- you will educate employees on the correct use of the platform and monitor for appropriate usage;
- you will de-activate an employee’s username and password within 7 days of their employment being terminated by you;
- you will not to rent, lease, sell, transfer, redistribute, make available or sublicense your access to our platform to any third party;
- you will only use our platform for lawful purposes, in accordance with this agreement and any directions given by us from time to time;
- you will not to use our platform to send spam or other unsolicited messages;
- you will not upload, post, transmit, share, store or otherwise make available any content that we deem harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
- you will not to use our software, website or our platform in a manner that could bring us, our platform or our brand into disrepute or in a manner for which it is not intended;
- you will not to introduce viruses, malware or other damaging things or code into our platform;
- you will not to use our platform in a manner that could damage, disable, overburden or impair our platform or interfere with any party’s use and enjoyment of our platform; and
- you will not to access or attempt to access the administrative interface of our platform by any means other than the interface provided, unless we've entered into a separate agreement with you;
- you will not to copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of our platform, our materials, any updates or the servers or networks which are connected to our platform. Any attempt to do so is a violation of our rights
If you breach your any part of this agreement, we may immediately terminate your subscription and access to the platform and take such action against you as may be lawful.
8 Bill of Materials (BOM) Subscribers
Quotec Live includes a list of default suppliers and their prices. Supplier prices will be accurate on the day you receive access to the Platform. You are responsible for updating any price changes after that date.
If you choose your own suppliers, you will have the ability through the administration panel to input their details including order codes and prices. It is your responsibility to set up your supplier information and order processes, update your supplier order codes and update your supplier price information if that data changes.
Price calculation errors generated because you have failed to update your supplier data are your responsibility.
You must also ensure that any freight costs applicable to materials purchased from your choice of suppliers are correctly calculated. Any error in calculation of freight costs is your responsibility
As a BOM subscriber you are responsible to check that the Bill of Materials is accurate and make any alterations if so required.
9 What Is Not Included
We are not responsible and do not provide Council or other required building approvals. These are specifically excluded. For engineering drawings and certification, see clause 17.1 below.
Specifically, while the platform may produce information about requirements for the depth, size of footings etc. to help you install your concrete slab, Quotec does not supply any of those products or services.
Installation services are not provided by us and are specifically excluded. You must arrange your own contractors for installation.
If you use the platform as a retail customer (no subscription fee payable), the platform will assist you to design your product (eg. a shed) and place an order for the kit. You will not receive any engineering drawings for your product unless you pay for them. The cost of engineering drawings for your product is calculated and displayed in the system before delivery. This amount may be identified on your invoice as a non-refundable deposit.
If you use the platform to create engineering drawings, the platform will produce the engineering drawings you have designed. If you do not order anything further, all you will receive is the engineering drawings.
If you order a kit for your design you will receive only the items listed and ordered in the kit. If it is not listed, it is not included so please check the details to make sure you know what is and isn’t included.
10 Quotec Live Subscription Levels
We offer varying levels of subscription based on your needs. Subscription levels may change and be updated on our website from time to time.
From our platform, you can subscribe as a Quotec Retail Online user or Quotec Premium user (single or multiple licenses). This agreement applies to these subscriptions and the inclusions are detailed below.
We also offer subscriptions for larger organisations, organisations that wish to use their own engineering and organisations wishing to develop our ideas further. Please contact us to discuss these services and to request the applicable terms and conditions.
- Quotec Retail Online – This subscription is designed for users who would like to design their product and order the building kit. There are no subscription fees payable for this use although the user is still bound by these terms. The user has no access within the platform to pricing, supplier selection or the administration panel. Engineering designs produced will not be supplied to the user unless paid for by the user.
- Quotec Premium – This subscription is designed for small business using the platform to complete work for their customers. This subscription can be purchased for a single or multiple user license. The business can use the platform to produce engineering designs and then choose to source the materials independently or have them supplied by Quotec. Subscription fees cover your ongoing monthly per user access license, and additional fees are payable including an initial standard setup fee for customisation. Additional set-up, customisation or engineering services will be supplied at our hourly rate.
The terms and conditions for ordering a kit can be found (here).
Any kit reseller will be subject to Quotec’s terms and conditions of supply including price fluctuations. Price fluctuations are outside the control of Quotec and the kit reseller. Whilst Quotec uses best endeavours to ensure that price fluctuations are minimised, Quotec will not be responsible to any kit reseller for any price fluctuation.
11 Free Trial, Payment and Fees
As stated above, your 7-day free trial period starts on the day you set up your account. No fees will be charged at that time.
Monthly subscription fees are payable in advance and will automatically be drawn from your nominated payment method on the same day of each month as your first payment was made (or the next business day if necessary) until this agreement is terminated (see clause below). Subscription fees are non-refundable.
Subscription fees are calculated per user based on the subscription package you signed up for. Please contact us if you need to change your subscription package or number of users.
We reserve the right to increase subscription fees periodically however we will give you 30 days’ written notice before any increase. If you do not terminate this agreement during that notice period, you will be deemed to have accepted the increase in subscription fees and the increased amount as notified will be charged monthly from the end of the 30-day notice period.
If an amount is shown exclusive of GST, you agree, at the same time as you make the payment, to pay an additional amount for GST at the rate prescribed by law.
You agree to pay any applicable surcharge on payments made by credit card.
Interest will be charged on any amount overdue under this agreement, accruing daily from the date when payment becomes due, until the date of payment, at a rate of 8% per annum (compounding monthly). This rate applies both before and after judgement (if applicable).
If any payment is dishonoured for any reason you agree to pay any dishonour fees incurred by us. You also agree to pay any costs and disbursements incurred by us in pursuing the debt (including legal costs on a solicitor and own client basis and collection agency costs) to the extent permissible by law.
You may end or cancel your subscription (and terminate this agreement) at any time from within the administration panel in the platform.
Provided there is sufficient time to stop the next automatic payment, this agreement and the license to use the platform will terminate at the end of the then current billing period. If we do not have sufficient time to stop the next automatic payment, you agree that you will pay the next monthly fee and this agreement, and the license, will terminate at the end of the next monthly billing period.
You will have access to the platform until this agreement terminates.
We may cancel this licence and your subscription for any reason by giving you 7 days written notice.
We may also cancel, suspend, remove, or disable your access to the platform or cancel this licence immediately if your payments or subscriptions are overdue, or if we believe that you have failed to comply with the terms of this agreement.
When this agreement terminates:
- you will no longer be able to access the platform or any data stored via the platform;
- any money (including arrears) payable by you under this agreement becomes immediately due;
- you will not be reimbursed any amounts paid to Quotec; and
- any unfinished projects on the platform will become the property of Quotec.
Notwithstanding any of the above information, Quotec reserves the right to terminate a user and deactivate their access to the platform, should the user fail to purchase two kits per month, after an initial grace period of two months from the date you register an account with Quotec.
Title to and all intellectual property rights in our platform, related software and any related documentation remain the property of Quotec.
You must not use, communicate, copy, display, distribute, modify, translate, reformat, incorporate into advertisements or other works, promote, create derivative works, or in any way exploit or allow others to exploit any of the content of our platform in whole or in part, except as expressly authorised by us.
We do not grant you any other right to or license to use our intellectual property.
14 Third Party Data
You warrant that you have the consent, right or licence to use any and all information uploaded to the platform. For example, if you are uploading personal information about your customer, you must have the consent of that customer and the right to use the data you are uploading. You agree to indemnify us against any loss or damage (including consequential loss) that may result from any information uploaded to the platform, including but not limited to copyright breach, other intellectual property infringement or privacy breach.
15 Your Data
Title to and all intellectual property rights in your data remains your property. Access to that data is dependent on your adherence to this agreement and payment of any associated fees or amounts payable to us in full and on time.
You irrevocably grant us a perpetual, world-wide, non-exclusive, royalty-free, sub-licensable and transferable license and right to store and use your data for the purposes of enabling your access to and use of the platform.
While all care is taken to store your data, the platform is not designed as a backup system and should not be relied on as such. We will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure of any stored data on the platform.
All information or data uploaded is the sole responsibility of you or the person providing the data. We are not responsible for this content and will have no liability in respect of the quality of the data, or any third-party rights in respect of that data.
If this agreement is terminated, we will hold your data for 90 days. During the 90-day period you may request a copy of your data which we will supply in electronic format. We may charge a reasonable fee for the supply of your data. At the end of the 90-day period, your stored data will be permanently deleted from our working system.
16 Security and Accessibility
We make every effort to maintain the security of our platform however, we do not guarantee the security of our platform, systems, records or your data.
Continuous access to the platform is dependent on third party services. As a result, the platform may be inaccessible from time to time.
Quotec disclaims all liability for any computer virus or technological problems that were not intentionally caused by us or are beyond our control. You are encouraged to install and maintain up-to-date security software on your computer. We do not warrant that our platform is free from viruses, malware or similar damaging code.
We cannot guarantee that the system will remain error free at all times. We will not be liable for any periods that the system is not functioning or is malfunctioning.
You are responsible for ensuring that material damaging to our system is not uploaded to Quotec Live. If any data uploaded by you to our system or any action taken by you causes or incorporates a computer virus or malware or creates technological problems in our system, you will be liable for all loss, damage and costs incurred in rectifying all issues arising out of that upload.
17.1 Engineering Drawings and Certification
If you enter a site address for your design, the system will generate a Form 15 Compliance Certificate for Building Design - Queensland or other state equivalent, and engineering drawings. If no site address is provided, no Form 15 or equivalent will be produced, and you will not be able to have the engineering drawing certified through the platform.
You must satisfy yourself as to the suitability, stability, adequacy and legality of the site or proposed use of the building to be constructed from the engineering designs. Quotec accepts no responsibility or liability for the structural competency of any building produced as a result of designs generated by our platform. You acknowledge that all dimensions shown in the drawings are to be considered nominal and not absolute, including, but not limited to, the main door opening clearance heights.
The system will enable you to purchase certified engineering drawings. If you purchase engineering drawings, the system will automatically send those drawings to an independent third-party engineer for certification. That engineer will assess the drawings and certify them, or not, as they deem appropriate. Quotec acts as your authorised agent in placing the request for certification, and the agreement for certification is between you and that certifying engineer. The engineer’s details will be included in any certified drawings and if you have any questions or concerns about the engineering certification, you must contact the engineer directly.
You have the right to download the engineering drawings and take them to an engineer of your choice. All consequences arising from certification or a failure to have drawings certified are your responsibility and liability.
You acknowledge and agree that Quotec is not an engineer and does not provide engineering services. Quotec has no responsibility for engineering certification and that you will not have any recourse against Quotec for any defect in the drawings or engineering certification.
To the maximum extent permitted at law, we make no representation, warranty or guarantee that the drawings are:
- suitable for your anticipated purpose;
- suitable for your proposed site; or
- fit for any purpose.
17.2 Third Party Services
We may provide third party services directly from our platform which we think are useful.
We are not liable in any way for third party services ordered though our platform, even if:
- we promote the third-party service on our platform;
- we are business associates with the third-party service; or
- we are a related party of or part of the same company group as the third-party services.
To the maximum extent permitted by applicable law, we make no representations about the suitability, reliability, availability, timeliness or accuracy of anything contained on our platform, or anything created by you by using our platform, for any purpose. Anything contained on our platform or created using our platform is provided "as is" without warranty or condition of any kind. Specifically, we make no warranty that:
- our platform is compliant with or considers all current laws;
- cost estimates displayed via the platform for your choice of supplier, other than our default suppliers, are accurate; or
- use of our platform to create a product will result in a product that is fit for its purpose or compliant under any particular law.
You must use your own skill and judgement, and seek independent advice if appropriate, to ensure you and your business comply with all applicable laws (for example, town planning, construction and workplace health and safety). You must satisfy yourself as to the suitability, stability, adequacy and legality of:
- the engineering designs produced from the platform; and
- any product produced from the engineering drawings; and
- the suitability of the site where you intend to construct any finished product.
This is your obligation, not ours.
18 Limitation Of Liability
We will not be liable to you or any other person or entity for any damages whatsoever arising as a result of your use of our platform in any way, subject to the requirements of Australian Consumer Law.
Where warranties are implied by law, you acknowledge and agree that the total aggregate liability to us is limited at our discretion to the provision of our services again, or to a refund equal to the total amount paid by you for 3 months access to the platform the subject of the cause of action, even if that access was provided to you without cost.
This limitation of liability applies to the fullest extent permitted by law and survives any termination or expiration of this agreement or your use of our platform.
We disclaim all liability for any computer virus or technological problems that we do not intentionally cause or that are beyond our control. You are encouraged to install and maintain up-to-date security software on your computer.
To the extent that our negligent act or omission has not contributed to the loss, you agree to indemnify and defend Quotec from any claims, damages, liabilities, costs, or expenses (including without limitation court costs, collection costs, and reasonable legal fees) related to:
- any copyright breach or intellectual property infringement claims by third parties (in relation to material you have used on our platform);
- your use, misuse or failure or omission in the use of our platform;
- your use of any engineering drawings or other product you create using our platform; and
- your breach of this agreement.
20 Dispute Resolution
You agree to contact us and let us know of any concerns you have using the platform, and to provide us with a reasonable opportunity to respond and or remedy your concerns, before taking any further action.
Unless otherwise set out, no joint venture, partnership, employment, or agency relationship exists between you and Quotec because of this agreement or your use of our platform.
22 Applicable Law
This agreement is governed by the laws of Queensland and Australia. You agree to be subject to the jurisdiction of the courts of Queensland if there is a serious dispute between you and us at any time.
If any part of these terms and conditions is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the terms and conditions will continue in effect.
You may provide notice to us by email addressed to [email protected] We may provide notice to you via email, via platform notification or other electronic means.