Aplas Pty Ltd | ABN 17 625 144 461
Version 2.0 — February 2026
Aplas is a SaaS platform that indexes and maps complex software environments, enabling businesses to understand and make decisions about their software landscapes.
Use of Aplas is subject to these Terms of Service. By accessing or using Aplas, the User agrees to be bound by these Terms of Service, the Privacy Policy, and any applicable Commercial Terms.
The following terms are used throughout these Terms of Service and have a particular meaning:
ABN means Australian Business Number.
Account means a registered account with Aplas.
Acceptable Use Policy means the Company's acceptable use policy as updated from time to time, which can be found at the Site.
Additional Features means any advanced features for an Account as updated and made available by the Company from time to time.
Administrator means any User authorised to administer Aplas on behalf of the Customer.
Agreement means the agreement formed between the Users and the Company under, and on the terms of, these Terms of Service, together with the Commercial Terms, Privacy Policy, and any applicable DPA.
API means Application Programming Interface.
Author User means any User authorised to create and edit indexes, maps, styles, and publications for an Account.
Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Melbourne, Australia.
Commercial Terms means any additional terms agreed between the Company and the Customer with respect to the Customer's licence of Aplas, including Fees, and (where relevant) includes any proposal or order form accepted in writing by the Customer and agreed by the Company.
Company means Aplas Pty Ltd ABN 17 625 144 461.
Confidential Information means any written or verbal information that:
i. a party informs the other party that it considers confidential and/or proprietary;
ii. a party would reasonably consider to be confidential in the circumstances; or
iii. is Personal Data within the meaning of the Data Protection Laws,
but does not include information that a party can establish:
iv. was in the public domain at the time it was given to that party;
v. became part of the public domain, without that party's involvement in any way, after being given to the party;
vi. was in the party's possession when it was given to the party, without having been acquired (directly or indirectly) from the disclosing party; or
vii. was received from another person who had the unrestricted legal right to disclose that information free from any confidentiality obligation.
Cookie Policy means the Company's cookie policy as updated from time to time, which can be found at the Site.
Customer means the entity that Aplas is licensed to under these Terms of Service (which, if in doubt, shall be the named Account holder).
Customer Data means all information, data, code, images, video files, audio files, documents and other such materials entered into Aplas by a User (including Software Data), but excluding Derived Data.
Data Processing Agreement (DPA) means the data processing agreement between the Company and the Customer, as applicable, which governs the processing of Personal Data by the Company on behalf of the Customer and forms part of this Agreement.
Data Protection Laws means all applicable laws and regulations relating to the processing of personal data and privacy, including:
i. the EU General Data Protection Regulation 2016/679 (EU GDPR);
ii. the UK General Data Protection Regulation as incorporated into UK law by the European Union (Withdrawal) Act 2018 and the Data Protection Act 2018 (UK GDPR);
iii. the Privacy Act 1988 (Cth) and the Australian Privacy Principles;
iv. the California Consumer Privacy Act, as amended by the California Privacy Rights Act (CCPA/CPRA); and
v. any other applicable data protection or privacy legislation in force from time to time.
Derived Data means anonymised, de-identified, and aggregated data derived from Customer Data that cannot reasonably be used to identify the Customer or any individual, used by the Company for product improvement, benchmarking, and analytics purposes.
Fee means any fee charged by the Company for access to and use of Aplas.
Force Majeure means an event or cause beyond the reasonable control of the party claiming force majeure and includes each of the following:
i. act of God, lightning, storm, flood, fire, earthquake, explosion, cyclone, tidal wave, landslide, or adverse weather conditions;
ii. act of public enemy, war (declared or undeclared), terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, pandemic, or epidemic;
iii. cyber attack, ransomware, or denial-of-service attack;
iv. the effect of any change in applicable laws, orders, rules or regulations of any government or other competent authority, including sanctions or trade restrictions;
v. embargo, inability to obtain necessary materials, equipment or facilities, or power or water shortage; or
vi. supply chain disruption beyond the affected party's reasonable control.
Implementation Fee means the Fee charged by the Company for the Implementation Services as agreed in the Commercial Terms.
Implementation Services means any services provided by the Company to the Customer to assist with the use of Aplas as agreed in the Commercial Terms.
Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.
Intellectual Property Rights means for the duration of the rights in any part of the world, any Moral Rights, industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property, applications for the registration of any Intellectual Property and any improvements, enhancements or modifications to any Intellectual Property registrations.
Liability Cap means, in respect of any claim, the greater of: (a) the total Fees paid or payable by the Customer to the Company in the 12-month period immediately preceding the event giving rise to the claim; and (b) AUD $50,000.
Moral Rights means:
i. moral rights pursuant to the Copyright Act 1968 (Cth); or
ii. any rights analogous to the rights set out in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works 1886 (as amended from time to time).
Aplas means the "Aplas" SaaS software mapping platform provided by the Company and found at the Site.
Personal Data means has the meaning given to "personal data" in the EU GDPR or "personal information" in the Privacy Act 1988 (Cth), as applicable.
Personal Data Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data.
Privacy Policy means the Company's privacy policy as updated from time to time, which can be found at https://aplas.com.
Report means any management and/or financial report generated via Aplas, including Software Maps.
Security Policy means the Company's information security policy as updated from time to time, which can be found at the Site.
Site means the Company's website found at https://aplas.com.
SLA means the service level agreement applicable to the Customer's use of Aplas, as set out in the Commercial Terms or published at the Site.
Software Data means any information and data with respect to the Customer's software systems input into Aplas.
Software Maps means a visual landscape generated via Aplas that maps out the User's software environment.
Sub-processor means any third party engaged by the Company to process Personal Data on behalf of the Customer in connection with Aplas.
Third Party Service means an online third-party service provider with whom a User holds an account.
User means any Customer, Author User, Administrator, and View User, as the context implies.
View User means any User that is limited to viewing and interacting with published interfaces for an Account, and is not an Author User.
The licence granted under these Terms of Service shall be ongoing until terminated in accordance with the terms of these Terms of Service and/or Commercial Terms.
The User agrees:
to use Aplas in accordance with the terms of these Terms of Service, the Acceptable Use Policy, and the Commercial Terms; and
if creating an Account, that it is authorised to establish, maintain and pay for the Account for the Customer.
The Customer agrees:
to pay the Fees in accordance with the pricing agreed in the Commercial Terms as and when they fall due; and
that it is responsible for the conduct of each User it authorises, who each must agree to and comply with these Terms of Service.
Where there is a conflict between these Terms of Service and any Commercial Terms, the Commercial Terms shall prevail. Where there is a conflict between these Terms of Service and the DPA, the DPA shall prevail in respect of data protection matters.
To access and use Aplas:
the Customer's Account must be set up and registered; and
each User must register with Aplas, either as a Customer or as a User, as the case may be.
To use Aplas, the User agrees to the terms of these Terms of Service, the Privacy Policy, and the Acceptable Use Policy. The User must immediately cease to use Aplas if the User can no longer agree or adhere to these terms.
The User agrees to use Aplas in accordance with any instructions provided by the Company, within Aplas and/or on the Site.
Aplas may permit or deny the User an Account with Aplas in its absolute discretion (although the User may generally obtain an Account by registering via Aplas and accepting these Terms of Service).
The Company shall authorise one or more Users to be an Administrator who shall be permitted to authorise Users to access Aplas.
Subject to any limitations on View Users, Aplas shall enable the User to (without limitation):
build, customise and export Software Maps;
catalogue, audit and manage software asset metadata;
import Customer Data;
generate, export and audit Reports;
integrate Third Party Services via the Company's APIs;
access and deploy Additional Features;
identify and track security risks and software downtime; and
access and use any other features made available by the Company from time to time.
Aplas generates Reports based on Customer Data and the User is responsible for ensuring that all Customer Data that is entered into Aplas is complete and accurate. The Company shall have no liability in relation to the accuracy of Customer Data.
The Company shall not be liable for any Report that is inaccurate as a result of any incomplete or inaccurate Customer Data. The User must not rely on Reports solely without regard to other considerations and due diligence. Subject to clause 10.1, the Company will not be liable for any loss or injury suffered by the User as a result of decisions made solely on the basis of Reports.
The Company makes no representation that the Customer will achieve particular results from the use of Aplas.
The Company grants the User a limited, revocable, worldwide licence to access and use Reports, via Aplas, for the duration, and on the terms, of this Agreement.
The User acknowledges that Aplas may require integration with one or more Third Party Services.
The User agrees and warrants they have authority to connect Aplas to any Third Party Services.
The User is wholly responsible for ensuring its own compliance with the terms of any Third Party Service in respect of any connection with Aplas.
The User agrees and acknowledges that the Company is not responsible or liable for any Customer Data introduced into Aplas from a Third Party Service, except to the extent the Company's negligence contributed to any loss or corruption of such data.
As between the parties, the Customer retains all right, title, and interest in and to Customer Data. Nothing in this Agreement transfers ownership of Customer Data to the Company.
The Company agrees to treat all Customer Data as Confidential Information under these Terms of Service, however the Customer agrees that the Company is not responsible for maintaining the confidentiality of any Customer Data as between Users within the Customer's Account.
The Company accepts no liability for the content of Customer Data. Each User is responsible for the accuracy, quality and legality of any content uploaded by the User, and the User's acquisition of it.
The Company shall not access, use, modify or otherwise deal with Customer Data except:
where required by compulsion of law (and to the extent permitted by law, the Company will provide the Customer with prompt notice of any such requirement before disclosing Customer Data);
upon the User's authority (such as to provide support for Aplas); or
as otherwise permitted under the DPA.
The Company reserves the right to prevent the publication of any Customer Data in Aplas where the Company has formed the reasonable opinion that doing so would be a breach of any Intellectual Property Rights of a third party, a breach of any applicable law, or otherwise in breach of these Terms of Service or the Acceptable Use Policy.
The Company may use Derived Data for product improvement, benchmarking, and analytics purposes. Derived Data will be anonymised and de-identified such that it cannot reasonably be used to identify the Customer or any individual. The Customer retains no proprietary interest in Derived Data.
The Company will not use Customer Data to train machine learning models or artificial intelligence systems unless the Customer provides explicit prior written consent. This clause 5.7 does not restrict the Company's use of Derived Data in accordance with clause 5.6.
To the extent the Company processes Personal Data on behalf of the Customer in connection with Aplas, the parties will enter into a DPA that complies with the applicable Data Protection Laws. The DPA forms part of this Agreement.
The Company maintains a list of Sub-processors at the Site. The Company will provide the Customer with at least 30 days' prior written notice before engaging a new Sub-processor or replacing an existing Sub-processor. The Customer may object to a new Sub-processor by notifying the Company in writing within 14 days of receiving such notice. If the parties are unable to resolve the objection within a reasonable period, either party may terminate the affected services upon 30 days' written notice.
The Company will notify the Customer without undue delay (and in any event within 48 hours) upon becoming aware of a Personal Data Breach affecting Customer Data. The notification will include, to the extent reasonably available:
a description of the nature of the Personal Data Breach, including the categories and approximate number of data subjects and data records concerned;
the likely consequences of the Personal Data Breach;
a description of the measures taken or proposed to be taken to address the Personal Data Breach, including measures to mitigate its possible adverse effects; and
the contact details of the Company's data protection officer or other contact point.
The Company will cooperate with the Customer's obligations under the Data Protection Laws with respect to data breach notification.
The Company will, taking into account the nature of the processing, assist the Customer by appropriate technical and organisational measures (insofar as this is possible) in fulfilling the Customer's obligation to respond to requests from data subjects exercising their rights under the Data Protection Laws.
The Company will make available to the Customer, on reasonable request and subject to reasonable confidentiality obligations, such information as is reasonably necessary to demonstrate the Company's compliance with its obligations under this clause 6 and the DPA. The Company will allow for and contribute to audits, including inspections, conducted by the Customer or an independent auditor mandated by the Customer, provided that: (a) the Customer provides at least 30 days' advance written notice; (b) audits are conducted during normal business hours and do not unreasonably disrupt the Company's operations; and (c) audits are conducted no more than once per calendar year unless required by a supervisory authority or following a Personal Data Breach.
Where Customer Data is transferred outside the jurisdiction in which it was collected, the Company will ensure that appropriate safeguards are in place in accordance with the applicable Data Protection Laws, including (where applicable) the EU Standard Contractual Clauses, the UK International Data Transfer Agreement or Addendum, or any other transfer mechanism approved under the relevant Data Protection Laws.
Aplas is a paid service and Fees apply to the Customer to access and use Aplas. Fees are as agreed between the Company and the Customer in the Commercial Terms.
The Company may also charge an Implementation Fee for any Implementation Services as agreed between the parties in the Commercial Terms.
If the Customer does not pay the full Fees as required, the Company may suspend the User's access to Aplas upon 14 days' written notice.
If Fees are not brought out of arrears within 28 days of becoming overdue, the Company may terminate the Customer's Account in Aplas and terminate this Agreement upon immediate written notice.
The Customer agrees that the Company shall not be responsible or liable for: (a) interruptions to the availability of Aplas during a period of suspension under this clause; or (b) loss of Customer Data following termination under this clause, subject to clause 11.5.
Fees paid for the current billing period are non-refundable, except: (a) where required by law; or (b) where the Customer terminates this Agreement due to the Company's material breach under clause 13.2, in which case the Customer is entitled to a pro-rata refund of any pre-paid Fees for the remaining unused portion of the then-current Subscription Period, calculated from the effective date of termination. For monthly billing customers, no refund applies for the current monthly period upon termination for convenience. For annual billing customers, no refund applies for the current annual Subscription Period upon non-renewal or termination for convenience.
By accepting the terms and conditions of these Terms of Service, the User is granted a limited, non-exclusive, non-transferable and revocable licence to access and use Aplas for the duration of this Agreement, in accordance with the terms and conditions of these Terms of Service and any Commercial Terms.
The Company may issue the licence to the Customer on the further terms or limitations (including the number of Users) as agreed in the Commercial Terms.
The Company may revoke or suspend the User's licence(s) for material breach of the terms in these Terms of Service by the User, provided the Company gives the User written notice of the breach and a reasonable opportunity to cure (except where immediate suspension is necessary to protect the security or integrity of Aplas or to comply with law).
The Customer may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets, provided the successor agrees to be bound by these Terms of Service and the Company is notified in writing within 30 days.
The terms of these Terms of Service may be updated by the Company from time to time.
Where the Company modifies the terms, it will provide the User with at least 30 days' advance written notice of any material changes. If the Customer does not agree to the modified terms, the Customer may terminate this Agreement within 30 days of the notice without penalty, and the previous terms will apply during the notice period.
Non-material changes (such as corrections, clarifications, or formatting changes) may take effect upon notice without a waiting period.
The User agrees and accepts that Aplas is:
hosted by the Company and shall only be accessed and maintained by the Company, accessed using the internet or other connection to the Company's servers and is not available locally from the User's systems; and
managed and supported exclusively by the Company from the Company's servers and that no back-end access to Aplas is available to the User unless expressly agreed in writing.
As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter Aplas.
The Company shall not exercise its rights under the preceding paragraph in a manner that would materially decrease the core functionality of Aplas available to the Customer, other than in accordance with the terms of this Agreement or where required for security, legal compliance, or technical reasons (with reasonable prior notice where practicable).
The Company will use commercially reasonable efforts to maintain the availability of Aplas in accordance with the SLA. The SLA shall include, at a minimum: (a) an uptime target of no less than 99.5% measured monthly (excluding scheduled maintenance); (b) a methodology for calculating uptime; (c) service credit entitlements for periods where availability falls below the uptime target; and (d) defined scheduled maintenance windows with reasonable advance notice.
The specific SLA terms applicable to the Customer's use of Aplas will be set out in the Commercial Terms or published at the Site.
The Company shall provide support services as published on the Site and/or notified in writing to the User from time to time. The Company's support services will include published response time targets based on issue severity.
The Company reserves the right to require the payment of reasonable fees for non-standard support requests prior to the provision of such support.
The User agrees that it shall only use Aplas for lawful purposes and shall not use it to engage in any conduct that is unlawful, threatening, abusive, or in a way that is deemed unreasonable by the Company in its discretion. The User must comply with the Acceptable Use Policy at all times.
Without limiting the foregoing, the User must not:
attempt to gain unauthorised access to Aplas or any related systems or networks;
use Aplas to store, transmit, or distribute any malicious code;
interfere with or disrupt the integrity or performance of Aplas;
use Aplas for competitive analysis, benchmarking, or to build a competing product, unless expressly permitted in the Commercial Terms;
scrape, crawl, or use automated means to access Aplas other than through the Company's published APIs; or
sublicence, resell, or distribute Aplas to any third party without the Company's prior written consent.
The User is solely responsible for the security of its username and password for access to Aplas. The User shall notify the Company as soon as it becomes aware of any unauthorised access to its Account.
The Company agrees that it shall provide access to Aplas in accordance with the SLA, however:
access to Aplas may be affected by issues outside of the Company's reasonable control (including Force Majeure events and third party dependencies); and
the Company may perform scheduled and emergency maintenance in accordance with the SLA.
The Company maintains the Privacy Policy in compliance with the applicable Data Protection Laws with respect to Personal Data that it collects about the User and other individuals.
The Privacy Policy does not apply to how a User handles Personal Data. If necessary under the Data Protection Laws, it is the Customer's responsibility to meet its own obligations under the Data Protection Laws, including by implementing an appropriate privacy policy.
Aplas uses cookies and similar technologies as described in the Cookie Policy. The Cookie Policy forms part of these Terms of Service. The User may manage how it handles cookies through its browser settings and through the consent mechanisms provided within Aplas.
The Company maintains technical and organisational security measures consistent with ISO/IEC 27001:2022 and SOC 2 Type II standards, as described in the Security Policy. These measures include, without limitation:
encryption of Customer Data in transit (TLS 1.2 or higher) and at rest (AES-256 or equivalent);
role-based access controls and principle of least privilege;
regular vulnerability scanning and penetration testing;
documented incident response procedures; and
periodic review and update of security measures to address evolving threats.
It is the User's responsibility to ensure that its own security practices (including credential management and access controls) meet the User's operating and legal requirements.
The Company shall do all things reasonable to ensure that the transmission of data occurs according to the standards described in the Security Policy and in compliance with the Data Protection Laws.
Customer Data is stored in the Company's hosting infrastructure in accordance with the Security Policy. The Company's primary hosting regions are the United States and Australia. The Customer may request information about data residency from the Company.
The Company shall perform backups of its systems in such manner, at such times and intervals as is consistent with the Security Policy and reasonable for its business purposes. The Company does not warrant that it is able to backup or recover specific Customer Data from any period of time unless stated in the SLA or in writing by the Company.
The Company has moral, unregistered and registered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.
The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of Aplas.
The User agrees and accepts that Aplas is the Intellectual Property of the Company and the User further warrants that by using Aplas the User will not:
copy Aplas or the services that it provides for the User's own commercial purposes; or
directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, or algorithms contained in Aplas or any documentation associated with it.
If the User voluntarily provides the Company with any feedback, suggestions, ideas, or feature requests with respect to Aplas, the User grants the Company a non-exclusive, royalty-free, perpetual, irrevocable, worldwide licence to use, reproduce, modify, and incorporate such feedback into Aplas and the Company's other products and services, without obligation of attribution, accounting, or compensation. For the avoidance of doubt, this clause does not transfer ownership of the User's pre-existing Intellectual Property to the Company, nor does it apply to Customer Data.
Nothing in this Agreement shall grant the Customer, or any User, any right, title or interest in any of the Intellectual Property of the Company, including Aplas, except for the limited licence rights expressly granted in this Agreement.
The User agrees and acknowledges that Aplas has third party dependencies which may affect its availability, including (without limitation) internet service providers and hosting services, and that the Company has no means of controlling the availability of such dependencies and shall not be liable for any interruptions to such, subject to the SLA and the Company's obligations under clause 8.4.
The Company agrees to keep all Customer Data in the strictest confidence, and to the extent Customer Data is accessed and/or received by the Company it shall be deemed as Confidential Information for the purposes of these Terms of Service.
Each party acknowledges and agrees that:
the Confidential Information is secret, confidential and valuable to the disclosing party (Discloser);
it owes an obligation of confidence to the Discloser concerning the Confidential Information;
it must not disclose the Confidential Information to a third party except as permitted in these Terms of Service or with the Discloser's prior written consent;
all Intellectual Property rights remain vested in the Discloser but disclosure of Confidential Information does not in any way transfer or assign any rights or interests in the Intellectual Property to the receiving party; and
any breach or threatened breach by the receiving party of an obligation under these Terms of Service may cause the Discloser immediate and irreparable harm for which damages alone may not be an adequate remedy, and consequently the Discloser has the right, in addition to other remedies available at law or in equity, to seek injunctive relief.
A party must notify the Discloser in writing, giving full details known to it immediately, when it becomes aware of any actual, suspected, likely or threatened breach of any obligations in relation to the Confidential Information, or any actual, suspected, likely or threatened theft, loss, damage, or unauthorised access, use or disclosure of or to any Confidential Information.
The receiving party must promptly take all steps that the Discloser may reasonably require and must cooperate with any investigation, litigation or other action of the Discloser in respect of any breach or threatened breach of confidentiality obligations or any theft, loss, damage or unauthorised access, use or disclosure of or to any Confidential Information.
Subject to clause 12.5, the total aggregate liability of each party arising out of or in connection with this Agreement, whether in contract, tort (including negligence), statute, or otherwise, shall not exceed the Liability Cap.
Subject to clause 12.5, neither party shall be liable to the other for any indirect, incidental, special, or consequential damages, or for loss of profits, goodwill, bargain, opportunity, loss of anticipated savings, or loss or corruption of data, arising out of or in connection with this Agreement, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the party knew or should have known of the possibility of such damages.
The User agrees to indemnify and hold harmless the Company and its officers, directors, and employees from and against any loss, damage, cost or expense (including reasonable legal fees) that the Company may suffer or incur as a result of or in connection with:
the User's breach of these Terms of Service or the Acceptable Use Policy;
the User's negligent or wrongful use of Aplas; or
any third-party claim arising from Customer Data or the User's use of Aplas.
The Company agrees to indemnify and hold harmless the Customer and its officers, directors, and employees from and against any loss, damage, cost or expense (including reasonable legal fees) that the Customer may suffer or incur as a result of:
any third-party claim that the Customer's use of Aplas (as permitted under this Agreement) infringes the Intellectual Property Rights of a third party;
the Company's material breach of its data protection obligations under clause 6 or the DPA; or
the Company's gross negligence or wilful misconduct.
Nothing in this Agreement excludes or limits the liability of either party for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation;
a party's indemnification obligations under clauses 12.3 and 12.4;
a party's breach of its confidentiality obligations under clause 11;
a party's breach of its data protection obligations under clause 6; or
any liability that cannot be excluded or limited under applicable law, including the Competition and Consumer Act 2010 (Cth).
Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company's related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company's liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company's option, to the re-supply of services or payment of the cost of re-supply of services.
The subscription term and billing frequency shall be as set out in the Commercial Terms or as selected by the Customer at the time of purchase (the Subscription Period). The following termination rules apply based on the applicable billing model:
Where the Customer is on a monthly billing plan, the Subscription Period renews automatically on a month-to-month basis. The Customer may cancel at any time via the account administration area within Aplas. The Company may terminate this Agreement for convenience at any time by giving the Customer written notice. Cancellation or termination takes effect at the end of the then-current monthly billing period, and the Customer's access to Aplas shall continue until that date. Fees already paid for the current monthly billing period are non-refundable except as provided in clause 7.3.
Where the Customer is on an annual billing plan, the initial Subscription Period is 12 months from the commencement date (or as otherwise agreed in the Commercial Terms). Unless either party gives the other party written notice of non-renewal at least 30 days prior to the end of the then-current Subscription Period, this Agreement will automatically renew for successive 12-month periods. A notice of non-renewal takes effect at the end of the then-current Subscription Period, and the Customer's access to Aplas shall continue until that date. For the avoidance of doubt, neither party may terminate for convenience during an annual Subscription Period, and Fees paid for the current Subscription Period are non-refundable except as provided in clauses 7.3 and 13.2.
Either party may terminate this Agreement immediately upon written notice if the other party:
materially breaches this Agreement and fails to cure such breach within 30 days of receiving written notice specifying the breach; or
becomes insolvent, enters into administration, is subject to winding up proceedings, makes an assignment for the benefit of creditors, or has a receiver or manager appointed over any of its assets.
The Company may terminate this Agreement in accordance with clause 7.2.
Termination of this Agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this Agreement up to the date of expiry or termination.
The following clauses survive termination of this Agreement: clause 5 (Customer Data), clause 6 (Data Protection), clause 10 (Intellectual Property), clause 11 (Confidentiality), clause 12 (Liability and Indemnity), clause 14 (Dispute Resolution), and clause 16 (General).
Upon termination or expiry of this Agreement, the Company will:
make Customer Data available to the Customer for export in a standard, machine-readable format for a period of 30 days following the effective date of termination (the Export Period);
upon written request from the Customer during the Export Period, provide reasonable assistance with the export of Customer Data; and
following the expiry of the Export Period, delete all Customer Data from its live systems within 60 days, except where retention is required by applicable law or regulation. Copies in backup systems will be deleted in accordance with the Company's standard backup rotation cycle.
The Company will provide written confirmation of deletion upon the Customer's reasonable request.
If a party is prevented in whole or in part from carrying out its obligations under this Agreement as a result of Force Majeure, it will promptly notify the other party accordingly. The notice must specify the obligations and the extent to which it cannot perform those obligations, fully describe the Force Majeure event, estimate the time during which the Force Majeure will continue, and specify the measures proposed to be adopted to remedy or abate the Force Majeure.
Following a notice of Force Majeure and while the Force Majeure continues, the obligations which cannot be performed because of the Force Majeure will be suspended, other than obligations to pay money that is due and payable.
The party that is prevented from carrying out its obligations as a result of Force Majeure must remedy the Force Majeure to the extent reasonably practicable and resume performance of its obligations as soon as reasonably possible, and must take all action reasonably practicable to mitigate any loss suffered by the other party.
If a Force Majeure event continues for a period of more than 90 consecutive days, either party may terminate this Agreement by giving 30 days' written notice to the other party.
The term of this Agreement will not be extended by the period of Force Majeure.
If any dispute arises between the parties in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which includes full and detailed particulars of the Dispute and is delivered within 30 Business Days of the circumstances giving rise to the Dispute first occurring.
Within 15 Business Days after a Dispute Notice is given, a representative of each party (with the authority to resolve the Dispute) must meet (virtually or otherwise) and seek to resolve the Dispute in good faith.
If the Dispute is not resolved within 30 Business Days of the Dispute Notice, either party may refer the Dispute to mediation administered by the Australian Disputes Centre (ADC) in accordance with the ADC Mediation Guidelines. Each party will bear its own costs in relation to the mediation, and the costs of the mediator will be shared equally.
Subject to clause 15.5, a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of this clause 15.
Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.
Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this Agreement.
The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
The User can direct notices, enquiries, complaints and so forth to the Company as set out in these Terms of Service or on the Site. The Company will notify the User of a change of details from time to time.
The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time to time. It is the User's responsibility to update its contact details as they change.
A consent, notice or communication under these Terms of Service is effective if it is sent as an electronic communication unless required to be physically delivered under law.
Notices must be sent to the parties' most recent known contact details.
Neither party may assign or otherwise create an interest in this Agreement without the other party's prior written consent (not to be unreasonably withheld), except that:
the Customer may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets in accordance with clause 8.1; and
the Company may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided it gives the Customer written notice within 30 days of the assignment.
The parties may agree to any special conditions to these Terms of Service in writing.
To the extent these Terms of Service are in conflict with, or inconsistent with, the terms of any Commercial Terms, DPA, or any special conditions made under these Terms of Service, as relevant, the terms of those other agreements or special conditions shall prevail.
This Agreement (including all documents incorporated by reference) constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, understandings, and representations.
Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.
The relationship of the parties to this Agreement does not form a joint venture, partnership, or agency relationship, and neither party has authority to bind the other.
No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transactions facilitated by it.
This Agreement is governed by the laws of Victoria, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of the courts with jurisdiction there. The governing law and jurisdiction may be varied by mutual agreement in the Commercial Terms.
Any clause of this Agreement which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.
The following rules apply unless the context requires otherwise:
Headings are only for convenience and do not affect interpretation.
The singular includes the plural and the opposite also applies.
If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
A reference to a clause refers to clauses in this Agreement.
A reference to legislation is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it.
Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.
A reference to a party to this Agreement or another agreement or document includes that party's successors and permitted substitutes and assigns (and, where applicable, the party's legal personal representatives).
A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten.
The Company may update these Terms of Service from time to time. Material changes will be notified by email to the account owner or by notice within the Aplas platform at least 30 days before they take effect. Continued use of Aplas after the effective date constitutes acceptance of the updated Terms.
If you have any questions about these Terms of Service, please contact us at:
Aplas Pty Ltd
Level 17, 31 Queen Street, Melbourne VIC 3000, Australia
Email: contact@aplas.com
Website: https://aplas.com
| Version | Date | Changes |
|---|---|---|
| V1.00 | October 2019 | Initial release |
| V2.00 | February 2026 | Major revision: Updated for enterprise SaaS, added data protection provisions, added commercial terms structure, added dispute resolution, added force majeure, added comprehensive definitions |