This is our contract with you – our commitment as the service provider of the Cecil data platform and your obligations as a customer.
These Terms of Service are effective as of 23 May 2023.
See archived terms here.
Welcome to Cecil. Before you start your work journey, we need you to look through and accept these terms.
These are your legal rights and obligations, so please do read everything. If you can’t agree to our terms, then you can’t use our software.
2 General Terms
This section describes the terms that apply to your use of the Cecil Platform.
(i) The terms on this page (“Terms”) apply to your use of:
the Cecil Earth website at https://cecil.earth (“Cecil Website”); software at https//app.cecil.earth and portals at https//insights.cecil.earth and https//data.cecil.earth;
services, content, subscriptions, accounts and offers as available through or as described on the Cecil Website or agreed between us from time to time; and
other services offered through third parties integrating Cecil functionality (“Cecil Platform”) (called “Additional Services” in clause 6 below),
(together, the “Services”).
(b) Other Terms
(i) Other terms or policies may also apply to specific services, content or benefits offered through our Services.
(ii) These include:
Data Processing Addendum which applies if you or your data is located in the EU or UK; and
terms agreed in writing between us, including in a service order form (“Order”).
(iii) If your use of an offering is governed by a separate software as a service agreement (“Agreement”) entered into with Cecil, that agreement will control to the extent of any conflict with these Terms with respect to that offering.
(iv) A copy of the Terms and policies can be found on the Cecil Website.
(c) Priority of Terms
If there is any inconsistency between the terms that apply to specific Services and these Terms, the terms in the service specific terms will prevail over these terms to the extent there is an inconsistency.
(d) Updated Terms
We are always improving the Cecil Platform and our Services more broadly. We may amend or add to these Terms from time to time by posting our updated Terms to the Cecil Website. If you have an account with us (“Cecil Account”) we may also notify you of any changes through your account or by email. Please check the Cecil Website from time to time for changes.
(e) Adverse Changes
(i) If we have notified you, or you otherwise become aware of, a change in the Terms that adversely affects your use of the Services and you do not agree with the change, please notify us by emailing firstname.lastname@example.org within 30 days of receiving notice of, or otherwise becoming aware of, the amended Terms.
(ii) We may, at our discretion, notify you that we agree to allow you to continue to use some or all the Services in accordance with the previously agreed Terms for the period of time set out in that notice. If we do not notify you that we agree to your continuing to use the Services on the previously agreed Terms within 14 days of your notification, you may terminate your account with us and stop using the Services within 30 days of the date you first notified us. If you continue to use the Services you agree to the amended Terms.
3 Who do these Terms apply to?
Companies or individuals that use or purchase the Services or subscriptions from the Services for business purposes. Customers may include employers, business owners and companies engaging contractors. Customers are responsible for paying any fees that apply to use of the Services, unless a fee is stated as being payable by individual Users (defined below). If you are agreeing to these Terms on behalf of your company then “Customer” or “you” means your company, and you are binding your company to these Terms.
(i) A “User” is an individual who accesses the Services whether on behalf of a Customer or on their own behalf and includes Customer’s employees, visitors to the Cecil Website, employers, administrators, employees or former employees who continue to access the Services after leaving the employer that provided them with a Cecil Account and third party contractors working for Customers.
(ii) If you are a User, then “User” or “you” means you, you must accept these Terms and all Terms apply to you except those that state that they apply to Customers.
(c) Cecil entity
(i) By using the Services or agreeing to an Order you are entering into an agreement with:
if the contracting Cecil entity is indicated in an Order entered into by the Customer, then the contracting entity is the entity indicated in the Order;
if the contracting Cecil entity is indicated in service specific terms such as an Agreement, then the contracting entity is the entity indicated in those terms of the Agreement; and
in all other cases, Cecil Earth Pty Ltd ACN 647 150 972;
(ii) The Contracting Cecil Entity applicable is referred to as “Cecil”, “we” or “us” in these Terms.
(iii) You may be contracting with different contracting Cecil entities for the provision of specific services or in relation to specific Orders. In that case, a separate agreement will be formed between you and each different Contracting Cecil Entity for the purpose of those the specific services or Orders.
4 Cecil Accounts
This section provides information about your Cecil Account.
(a) Accessing the Services
You may need to create a Cecil Account with us to access some of the subscriptions, services, content, benefits or offers available from the Services. Customers who have created a Cecil Account may grant Users permission to create their own accounts using the Services.
(b) User Accounts
If you are a User who has been granted access to a Cecil Account you must comply with these Terms, for the purposes of clause 3 above and all other purposes.
(c) Protect your login information
You must keep your user name and password secure and not let anyone access your Cecil Account. If you have activated biometric authentication (for example finger print or facial recognition or voice recognition) on a device, you are responsible for safeguarding your biometric identifier. You must notify us of any actual or suspected unauthorised use of your Cecil Account or if you suspect someone has access to your login credentials (including your biometric identifier). You are responsible for all actions and losses arising from use of your Cecil Account as a result of your failure to keep your information secure and confidential.
(d) Responsibility of Customers
Customers are responsible for all actions and losses arising from the Customer’s Cecil Account and any Cecil Accounts it has granted to Users and, without limiting anything else in these Terms, must procure that its Users using the Cecil Account or the Services on its behalf comply with these Terms.
5 Our Services
This section sets out your rights and obligations when using the Services.
(a) Right to use Services
Subject to your compliance with these Terms, we grant you a non-exclusive, limited, non-transferrable freely revocable license to access and use the Services for internal business use only based on the subscriptions and services that have been purchased or signed up for, your role and the access level that you have been granted.
(b) Ownership of Services, including the Cecil Platform
(i) We own all rights subsisting in the Cecil Platform and in our Services (including intellectual property rights) except any open source software components in the Cecil Platform which are subject to their relevant open source licenses and do not form part of the license to the Cecil Platform, or as expressly contemplated by these Terms. This includes new features, improvement or corrections to any Services that may have been suggested by you. You must not copy, distribute, modify or make copies of any Services or any content on the Services or use any of our intellectual property rights except as permitted by these Terms or expressly permitted by us in writing. All information on the Services remains the sole property of Cecil and its licensors. Our intellectual property rights include (without limitation) copyright, trade marks, the design, compilation of our Services (including, to avoid doubt, the Cecil Platform) and all other intellectual property.
(ii) We don’t own the rights to content that is owned by third parties, including content and information you own and provide when using the Cecil Platform.
(c) Pre-release or beta versions
We may make pre-release or beta versions of products or services available to you. These products and services may be still under development and may be inoperable or incomplete and contain more errors and bugs than our generally available services or products. Because of the nature of these services, you use them at your own risk and, notwithstanding anything else in these Terms, Cecil provides no representation, warranty or support for such pre-release or beta versions.
(d) Restrictions on use of the Services
You must not or through any third party:
(i) use the Services in a way that impairs its functionality, compromises the security or integrity of our systems or networks or interferes with other people’s use of the Services;
(ii) rent, distribute, sublicence or otherwise make available the Services to any third party (except as permitted under these Terms;
(iii) copy, replicate, decompile, reverse engineer disassemble, modify or attempt to source code of the Service, or any part thereof;
(iv) access the Services without our permission; or
(v) access the Service for purposes of building or marketing a competitive product;
(vi) use the Services for any illegal or fraudulent purpose or upload anything that may be offensive, discriminatory, defamatory, abusive or infringes the rights of others including intellectual property rights and privacy rights.
(e) Intellectual Property Indemnity
(i) Subject to clause (g) below, we will defend you, at our own cost against any claims brought against you by a third party arising out of or related to your authorised use of the Services, including the Cecil Platform (including content) infringing on the intellectual property rights of a third party (“Infringement Claim“).
(ii) You must notify us promptly of any such Infringement Claims, give us sole control over the defense and settlement of the Infringement Claim, and provide reasonable help in defending the Infringement Claim. Subject to the foregoing and any other limitations set out in these Terms, we will indemnify you for i) the amount paid by you to the third party based on a settlement (agreed by us) or binding judgment from a court of competent jurisdiction, and ii) legal and other out-of-pocket expenses reasonably incurred by you in the course of assisting us with the Infringement Claim.
(i) If we reasonably believe that an Infringement Claim under clause 5(e) may bar your use of the Cecil Platform, we will either obtain the right to keep using the Cecil Platform, or modify or replace the Cecil Platform with a functional equivalent.
(ii) If either of these options would cause unreasonable costs to us, we may terminate your right to use the infringing Cecil Platform content or Service and we will reimburse you the corresponding proportion of prepaid subscription fees for the terminated Cecil Platform content or service on a pro-rata basis for the remainder of that Subscription period.
(i) We are not liable if the Infringement Claim results from:
use of the Cecil Platform in violation of these Terms or against our written instructions;
alteration of the Cecil Platform service or content by you or the Customer not authorised by us;
our compliance with your or the Customer’s express written instructions; and
use of the Cecil Platform in combination with any product or service not provided by us if the Cecil Platform would not infringe without such combination.
(h) Exclusive Remedy
Clauses 5(e) to 5(f) state your sole and exclusive rights and remedy with respect to Infringement Claims.
6 Additional Services
This section provides information about additional services we may offer
(i) Additional Services
We may offer certain additional services related to the Cecil Platform such as implementation services, data cleansing services, advisory services, development of template documents or other services (“Additional Services“). These Additional Services will be specified in more detail in an Order, a statement of work or on the Cecil Website. Additional fees and terms in addition to these Terms may apply to our Additional Services.
We will use reasonable efforts to meet any specific time schedules mutually agreed by the parties in writing for any Additional Services.
7 Subscription, Fees and Payment
The section explains your obligation to pay fees and information about subscriptions and free services
(a) Fees for Services
You agree to pay us any fees for each Service you purchase or use, in accordance with the pricing and payment terms presented to you for those Services in the Order, or as otherwise agreed with you in writing. Except as indicated in these Terms or required by law, fees paid by you are not refundable.
(i) Our Services and content on the Cecil Platform are billed on a paid subscription basis to Customers (“Subscription“).
(ii) Your Subscription will automatically renew on a monthly or annual basis as applicable (“Subscription Period”), unless you provide us written notice of re-renewal at least 30 days before the end of your then current Subscription Period. The Subscription Period for your Subscription is outlined in the Order.
(c) No-charge Services
(i) We may offer Services and content on the Cecil Platform at no charge such as fee-free basic accounts, free trials or access to beta versions (“No-charge Services“).
(ii) Your use of No-charge Services may be subject to additional terms that we specify and may be available only for a limited time period.
(iii) We may change, suspend or terminate your right to use No-charge Services at any time at our sole discretion.
(d) Trial Periods
Unless otherwise agreed, if a Customer has signed up for fee-free trial period for any of our Subscriptions, the Subscription will automatically renew at the end of the trial period and the Customer will be charged the applicable Subscription fee, unless the Customer cancels the Subscription prior to the end of the free trial period.
We reserve the right to set eligibility requirements and the duration for free trials and pilots.
(e) Price changes
We reserve the right to change our fees for the Subscriptions and Services at any time by providing 30 days’ written notice to you. If you are on a Subscription, changes to pricing will not apply until the start of your next Subscription Period or thirty (30) days after notice, whichever is later.
(f) Payment Methods
You authorise us to charge for fees and process payments for the Services purchased by you using the nominated payment method indicated in the Order or as provided by you as part of the registration process. You agree to keep all payment information provided to us accurate and up to date. If you fail to make a payment by the relevant invoicing date, we may suspend your access to paid Subscriptions or suspend the provision of Services until such payment is made.
(g) Invoicing and Payment of Subscriptions
You will be invoiced monthly in arrears on the 1st day of each month commencing on the first full month after you sign up. You must pay all invoices within 30 days of receipt of an invoice.
If you fail to pay an invoice in accordance with this clause we may suspend our supply of the Services and/or charge interest on the amount overdue at a rate of 1.5% per month (or the highest rate permitted by law, if less) on the outstanding amount, calculated daily from the date the relevant payment was due until that payment has been received.
All fees are exclusive of Goods and Service Taxes, Value Added Taxes, Sales Taxes and any other applicable taxes and duties, unless expressly stated in the Order otherwise. You are responsible for paying us the amount of any such taxes or duties that apply relating to the Services provided under these Terms, including any penalties or interest.
8 Data Use, Privacy and Confidential Information
This section describes how we will deal with your personal and confidential information, and how you should protect our confidential information
(a) Your Data
(i) The Customer or the relevant User owns the data, information and content entered or upload to the Cecil Platform by Users or Customers (“Customer Data“).
(ii) You grant us a non-exclusive, royalty-free, irrevocable, worldwide licence to use Customer Data for the purpose of providing the Services under these Terms, to enable you to use the Cecil Platform, to allow us to improve the Cecil Platform, to carry data analytics using deidentified aggregated data, to communicate with about the Cecil Platform and our Services and to send information we think may be of interest to you.
(b) Use of Customer Data
(c) Other People’s Information
(ii) You indemnify us, our Associated Entities and each of those entities’ directors, officers, employees, agents and licensors against all losses and costs (including legal costs), third-party claims, expenses or liability that arise out of your failure to comply with this clause.
(d) Removal and Suspension
(i) We have no obligation to monitor the Customer Data uploaded to the Cecil Platform.
(ii) We have the right to (but we are not obliged to) remove Customer Data or suspend or terminate your access to the Cecil Platform if we consider that Your Data contravenes these Terms or any law or in response to a take-down request or allegation that Customer Data breaches any persons intellectual property or other rights.
(iii) We are not liable for any losses you may incur if we take any actions permitted by these Terms.
(a) Confidential Information
(i) In this Agreement, Confidential Information means any information disclosed by a party (the “Discloser”) to the other party (the “Recipient”) in connection with the use of the Services that is by its nature confidential or would reasonably be considered as confidential under the circumstances. Customer Data is the Customer’s Confidential Information.
(ii) Confidential Information does not include any information that:
is or becomes public through no fault of the Recipient;
the Recipient already lawfully knew;
was rightfully given or made available to the Recipient by a third party free of any confidentiality duties or obligations; or
was independently developed by the Recipient without reference to the Discloser’s Confidential Information as demonstrated by documentary evidence.
(b) Confidentiality obligations
The Recipient must:
(i) protect the Discloser’s Confidential Information using the same standards it applies to its own Confidential Information;
(ii) not to disclose it to others without our express written consent or except to affiliates, employees, directors, contractors, agents, and professional advisors of the Recipient who require access for the purposes of these Terms and who are subject to equivalent confidentiality obligations;
(iii) only use the Discloser’s Confidential Information to fulfil its obligations under the Terms; and
(iv) not use or reproduce Confidential Information except as required or permitted under the Terms.
(c) Compelled disclosure of Confidential Information
The Recipient may disclose the Discloser’s Confidential Information if required by law only after providing notice to the Discloser of the requirement to disclose.
10 Liability and Indemnity
This section describes liability terms between us and both Customers and Users
(a) Warranty Disclaimers
(i) The Cecil Platform and our other Services are provided on an “as is, as available” basis.
(ii) To the maximum extent permitted by law, Cecil disclaims any and all express or implied warranties, guarantees or representations including but not limited to merchantability, reliability, that the Services will be uninterrupted or error free and fitness for a particular purpose of the Services including any content, services and products or that the Cecil Platform will meet your requirements.
(iii) We make no representations regarding the availability, reliability or accuracy of the Services or any portion thereof, or regarding any Customer Data or other content associated with your account.
(iv) We do not warrant that all features of the Services will continue to be available, or that particular features will be developed in the future.
(b) You indemnify us
(i) You indemnify us, our Associated Entities and each of those entities’ directors, officers, employees, agents and licensors against any and all losses and costs (including legal costs), third-party claims, expenses or liability (“Losses“) that arise out of or relate to your use of the Services or any Third Party Service (except to the extent the Losses were caused by our breach of these Terms or our negligence).
(ii) We reserve the right, to assume exclusive defences and control of any matter and you agree not to settle any such matter without our prior written consent.
(c) Liability Exclusions
Except for liability that cannot be excluded or limited by law, neither party will be liable for loss of profits or revenue, loss of goodwill, damage to reputation, loss of anticipated savings, loss or corruption of data, penalties or expenses arising from legal, tax or accounting compliance issues and any indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense arising out of or in connection with these Terms.
(d) Limitation of liability
To the extent permitted by applicable law, our total aggregate liability to you under this Agreement and in connection with the Services (including in connection with any Additional Services, and whether in connection with one or a series of events) will not exceed the total amounts paid to us during the 6 month period preceding the first event that gave rise to our liability under these Terms.
(e) Consumer Laws
You may have the benefit of non-excludable warranties, guarantees or other rights provided under applicable laws in your jurisdiction (“Non-excludable Conditions“). These Terms are subject to any Non-excludable Conditions that apply to you. Our liability for a Non-excludable Conditions is limited, at our option, to the cost of replacing or paying for the costs of replacing the relevant goods or services (except if the liability for any Non-excludable Conditions cannot be so limited by law, in which case our liability for that Non-excludable Condition will be limited to the extent permitted by law).
11 Term, Termination and Suspension
This section sets out information about the term and termination and suspension rights
(a) Subscription Periods
(i) If you are a Customer using a Subscription, you may terminate the Subscription by requesting to cancel your Subscription through your Cecil Account or by email to email@example.com, in which case the Subscription will end at the end of the then current Subscription Period. If you cancel your Subscription, you will not receive a refund or credit for any amounts that have already been billed.
(ii) On termination of a paid Subscription, we may, at our discretion, offer to downgrade the Subscription to a free Service offered by us if applicable, without any liability to us. If a Customer has agreed to a minimum term with us, then the Customer cannot terminate the Subscription for convenience before the end of that minimum term.
Unless we have agreed on a minimum contract term or minimum notice period in writing such as in an Order, and except in relation to Subscriptions or access to some or all services associated with the Cecil Platform may be terminated by either you or us by providing written notice. If we terminate any services under this clause and you have not breached these Terms, we will refund any prepaid fees that relate to the terminated Subscription or services on a pro-rata basis.
(c) Termination by us
We may also terminate your access to the Services (either in whole or in part):
(i) if you or the Customer breaches any of these Terms and does not remedy the breach within 14 days of being asked to do so, or immediately if the breach is not capable of being remedied;
(ii) any subscription fees payable by you for your use of the Cecil Platform or the Services have not been paid; or
(iii) if you, your business or the Customer responsible for paying the fees under these Terms becomes subject to an insolvency event (if permitted by the applicable law).
(d) Continuation of Terms
These Terms will continue to apply until all your Subscriptions, Cecil Accounts and Services provided under these Terms or associated with the Cecil Platform have terminated.
(e) Suspension by us
We may suspend your access to any part of or all of the Cecil Platform or the provision of any Services under these Terms at our sole discretion including if:
(i) you or the Customer are in breach of these Terms;
(ii) payment of any fees are overdue; or
(iii) we believe suspension is required to protect the Cecil Platform, our Services or other users of the Cecil Platform.
If any Subscriptions are terminated, or your access to any part or all of the Services are terminated or suspended, you will not be entitled to a refund of any fees paid other than as specified in these Terms or required by applicable laws.
(g) Customer Data
We have no obligation to store or provide access to your Customer Data on the Cecil Platform after termination of your Subscription, your Cecil Account or termination of the use of our Services. We may delete or remove any of your Customer Data stored on the Cecil Platform after 3 months from the date of termination of your Cecil Account. We will not be liable for losses incurred directly or indirectly from the loss of your Customer Data.
12 General Terms
This section sets out other important terms
(a) Publicity Rights
We may refer to Customers as a Cecil customer on the Cecil Website or in our promotional materials. Customers may ask that we stop doing this by emailing us at firstname.lastname@example.org. It may take up to 30 days to process your request.
Any notices under these Terms to us must be sent to us by emailing email@example.com. We may send legal notices to you by email to the email address you have provided to us or through the notification functionality in your Cecil Account.
(c) Things beyond our control
We are not liable for any delay or failure to perform obligations under these Terms due to events that are beyond our reasonable control, including without limitation failure of power, telecommunications or data networks, natural disasters, government orders, strikes, wars, epidemics or pandemics.
If you are a User, the rights given to you under these Terms are personal and you may not assign or transfer your rights or obligations under these Terms without our prior written consent. If you are a Customer, we will not unreasonably refuse our consent if the assignee agrees to be bound by these Terms and we do not consider them to be a financial or other risk. We may assign our rights and obligations under the Terms (in whole or in part) without your consent.
(e) Our Relationship
We are independent contractors. Unless the parties explicitly agree in writing otherwise, nothing in these Terms shall be interpreted as forming a partnership between Cecil and Customers or any Users, or as forming any other type of legal relationship that would give any Customer or User the right power or authority to bind or create any duty or obligation of Cecil.
(f) Survival of Terms
Any terms that by their nature should continue to apply after termination of these Terms will continue to apply.
(g) Governing Law and Disputes
These Terms are governed by the laws of New South Wales, Australia and subject to the exclusive jurisdiction of the courts of New South Wales, Australia. If you have any concerns or complaints about us, our Services or the Cecil Platform please contact us by emailing firstname.lastname@example.org. If either of us has a dispute or claim arising out of or related to these Terms or the Services, each of us will negotiate in good faith to resolve the matter in informal negotiations.
If we are not able to reach a settlement within 60 days, then either party may submit the dispute to final and binding arbitration. Notwithstanding this, neither party is required to arbitrate claims if the named parties seek monetary relief which, in the aggregate, qualifies as a claim that meets the requirements of an applicable small claims court, seek injunctive relief or seek to enforce or protect, or concerning the validity of, any of your or Cecil’s intellectual property rights.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision will be severed from the Terms and the remainder of these Terms will remain in full effect and be binding on the parties.
(i) Jurisdiction Specific Terms
To the extent that any conflict or inconsistency exists between the Terms and applicable laws, those laws will prevail to the extent of the inconsistency.
You agree to work with Cecil to ensure that both parties meet any obligations that each of the parties may have under all applicable privacy laws.
(i) comply with all reasonable policies relating to security as notified to you from time to time; and
(ii) without limiting the above, implement reasonable security measures to safeguard, and otherwise prevent the:
(A) loss, destruction, deletion or corruption, or
(B) unauthorised access, use or disclosure, of any data owned or used by Cecil and its systems (including data, information and other materials, in whatever format).