SAAS TERMS AND CONDITIONS

Welcome to UCert. We are UCert Pty Ltd (ACN: 688 007 678) (we, our or us), an Australian business. We provide an online software platform that helps registered building certifiers manage their certification workflows (Software).

These terms and conditions (Terms) govern your access to the Software and any other goods and services we provide as part of your subscription (Subscription). You can view the most up-to-date version of these Terms at www.ucert.com.au (Website).

Please read these Terms carefully. The Software is an administrative tool only. It does not provide certification, legal, regulatory or professional advice, and it does not make decisions for you. All certification, inspection and regulatory decisions are made by you as the Registered Certifier. You are responsible for complying with all applicable laws and regulations.

Your Subscription will continue to renew automatically each month, and you will continue to incur Subscription Fees, unless you cancel in accordance with clause 16.

  1. How These Terms Are Accepted
    1. These Terms form a binding agreement between you (or, if you are signing up on behalf of a company or other entity, that entity) and us. In these Terms, "you" or "your" means the certifier company (or other entity) that subscribes to the Software.
    2. You agree to be bound by these Terms when, on sign-up, you tick the box (or click the equivalent button) on our Website confirming that you have read, understood and accepted:
      1. these Terms;
      2. our Privacy Policy www.ucert.com.au; and
      3. any other policies linked from the sign-up page.
    3. You also accept these Terms by paying any Subscription Fee or Project Fee, or otherwise accessing or using the Software.
    4. If you are accepting these Terms on behalf of a company or other entity, you warrant that you are authorised to do so, and references to "you" in these Terms mean that entity.
    5. We may change these Terms at any time by giving you reasonable notice (which may be by email or by notice on the Website). If you continue to use the Software after the change takes effect, you are taken to have accepted the updated Terms. If you do not accept the updated Terms, you may cancel your Subscription in accordance with clause 16.
  2. Eligibility and User Warranties
    1. The Software is intended for use by registered building certifiers in Australia (and their authorised personnel) in the course of their certification business. It is not intended for use by consumers, members of the public, or anyone who is not a Registered Certifier (or acting under the supervision of one).
    2. By accepting these Terms, you represent and warrant that:
      1. you (or, where you are a company, the relevant individuals within your business who will use the Software) are validly registered as a certifier under the Building and Development Certifiers Act 2018 (NSW), or under the equivalent legislation in another Australian jurisdiction in which you operate (Registered Certifier);
      2. all information you provide to us on sign-up and during your Subscription (including your registration number and credentials) is accurate, complete and up-to-date, and you will keep it updated;
      3. you have the legal capacity and authority to enter into a binding contract with us;
      4. you are authorised to use the payment method you provide; and
      5. you will conduct an in-person inspection (and any other inspection required by applicable law or regulation) before issuing any approval, certificate, inspection report or similar document through the Software, and you will not use the Software to issue any such document where you have not done so.
    3. You acknowledge that your obligation to conduct in-person inspections under clause 2(b)(v) is a fundamental term of these Terms. We rely on this warranty in providing the Software, and any breach is a material breach of these Terms.
  3. Subscription Period and Renewal
    1. Your Subscription and these Terms commence on the date you accept these Terms (in accordance with clause 1) and continue on a month-to-month basis until cancelled in accordance with clause 16 (each one-month period being a Subscription Period).
    2. Unless cancelled in accordance with clause 16, your Subscription will automatically renew at the end of each Subscription Period for a further one-month period (each a Renewal Period).
    3. Before each Renewal Period, we will send you a written notice (Renewal Notice) by email at least 5 Business Days before the renewal date, confirming the renewal and any changes to the Subscription Fees, Project Fees or these Terms.
  4. The Software
    1. Scope and Licence
      1. Subject to your payment of all Fees, we grant you a non-exclusive, non-transferable, revocable licence to access and use the Software during your Subscription, for the number of Authorised Users for which you have paid (Authorised User Limit).
      2. The Software is provided as a tool to assist you in managing your certification workflows, including:
        1. preparing fee proposals;
        2. creating live online checklists for your clients to upload supporting documents;
        3. managing inspections and generating inspection reports;
        4. generating approvals, complying development certificates, construction certificates and occupation certificates (Outputs);
        5. submitting data to the NSW Planning Portal and other government portals through your own API connection; and
        6. sending automated system notifications and emails to you and your Authorised Users (for example, in connection with sign-ups, fee proposals, project status, payments and other activity on the Software).
    2. Important Limitations on the Software
      1. Assistive only. The Software is an administrative tool. It does not certify, approve, inspect or issue documents on its own account. All Outputs generated through the Software are produced by you (or your Authorised Users) acting in your professional capacity as a Registered Certifier. We do not review, check, verify or sign off on any Outputs.
      2. Templates and content. The Software includes templates and pre-populated content drafted to align with current NSW legislation and regulatory requirements at the time of release. However:
        1. we do not warrant that any template, form or content is current, complete, accurate or fit for any particular purpose; and
        2. you are solely responsible for reviewing all templates, forms and content, and confirming they are appropriate for your circumstances and the relevant project, before using or relying on them.
      3. No professional advice. Nothing provided through the Software constitutes legal, regulatory, certification, financial or other professional advice. You must obtain your own advice where appropriate.
      4. Your professional responsibility. You acknowledge that you remain solely responsible for:
        1. complying with all applicable laws, regulations, codes, standards and professional obligations (including under the Building and Development Certifiers Act 2018 (NSW) and any equivalent legislation);
        2. the accuracy, completeness and quality of all data, information and documents you input into, or generate through, the Software;
        3. all certification, inspection, approval and regulatory decisions; and
        4. all communications and dealings with your clients, regulators and third parties.
    3. Enhancements and Changes
      1. We may release upgrades, improvements, modifications or new versions of the Software (Enhancements) at our discretion. Enhancements may cause occasional downtime or delays, and we will not be required to provide credits or compensation for such downtime.
      2. We may change features of the Software at any time on reasonable notice to you.
  5. Accounts and Authorised Users
    1. Onboarding and Accounts
      1. To use the Software, you must set up an account on the Website (Account) in accordance with our then-current onboarding process (which may include onboarding by us via an invite code, self-service sign-up, or any other process we make available from time to time).
      2. Once your Account is set up, you may configure user roles and onboard your own Authorised Users. The user roles available, and the permissions associated with each role, are as set out on the Website and may be updated from time to time.
      3. You must designate at least one Authorised User as an administrator. Your administrator is responsible for assigning roles to your Authorised Users, monitoring their use of the Software, and ensuring access is only granted to suitable individuals.
    2. Your Responsibility for Authorised Users
      1. You are responsible for all use of your Account and the Software by your Authorised Users, as if it were your own use.
      2. Before granting an individual access to the Software as an Authorised User, you must ensure that they:
        1. are aware of and agree to comply with these Terms (and any other policies applicable to use of the Software); and
        2. (where relevant to their role) hold the necessary registration, qualifications and authority under applicable law.
      3. You must not exceed your Authorised User Limit. If you need additional users, you can upgrade your Subscription in accordance with clause 15.
    3. Account Security
      1. You are responsible for keeping your Account credentials (including login details and passwords) secure. You must not share Account credentials with any person who is not an Authorised User.
      2. You must immediately notify us if you become aware of any unauthorised access to, or use of, your Account, or any other security breach affecting the Software.
  6. Your Obligations and Acceptable Use
    1. You must, and must ensure each of your Authorised Users does, comply with these Terms at all times.
    2. You must not (and must not encourage or permit any Authorised User or third party to), without our prior written approval:
      1. use the Software for any purpose other than the purpose for which it is designed;
      2. use the Software in a way that is, or facilitates anything that is, illegal, fraudulent, misleading, deceptive or in breach of any law or regulation;
      3. issue, or purport to issue, any Output without first conducting an in-person inspection (and any other inspection required by applicable law);
      4. represent or hold out to any third party that any Output has been issued, approved, reviewed or endorsed by us;
      5. alter, edit or remove any disclaimer, watermark, metadata or other notice forming part of any Output, or present an Output as a final certification document where it is marked or intended as a draft;
      6. upload to the Software any material that is offensive, defamatory, infringing, illegal, sensitive (other than information you reasonably need to use the Software for its intended purpose), or that you do not have the right to upload;
      7. copy, modify, adapt, translate, reverse-engineer, decompile or disassemble the Software, or attempt to derive its source code;
      8. circumvent any technical protection or security feature of the Software;
      9. make the Software available to, or use it for the benefit of, anyone other than your Authorised Users (including by selling, leasing, licensing, sub-licensing or otherwise transferring access);
      10. use the Software to develop or train any product, service or model that competes with the Software;
      11. use any automated means (including bots, scrapers or crawlers) to access or extract data from the Software, except via the integrations expressly permitted under clause 7;
      12. do anything that may damage, disable, overburden, impair or compromise the security or integrity of the Software, or any related systems or networks;
      13. act in any way that may damage our reputation or that of the Software;
      14. modify, customise or complete any template, form or content within the Software in a way that removes, alters or obscures any reference to us or to the Software, or any disclaimer, watermark, metadata or other notice we include in or with the template; or
      15. misrepresents the nature, status or origin of the resulting document (including by suggesting it has been issued, reviewed or approved by us); or
      16. extract, copy or use any template, form or content outside the Software, or for any purpose other than your use of the Software in accordance with these Terms.
    3. If you become aware of any misuse of the Software, any error in the Software or its Outputs, or any difficulty accessing the Software, you must contact us promptly using the contact details on the Website.
    4. You warrant that, in respect of all material you (or any Authorised User) upload to, or input into, the Software (including User Data and any third-party content):
      1. you have all rights, consents, licences and authorisations necessary to upload that material and to grant us the licence in clause 9.3;
      2. the material does not infringe the rights (including intellectual property and privacy rights) of any third party; and
      3. the material does not contain any viruses, malicious code or other harmful components.
  7. Integrations and APIs
    1. Permitted integrations. The Software currently supports integrations with Xero (for invoicing) and the NSW Planning Portal (for submission of inspection data and certification documents) (Permitted Integrations). The Permitted Integrations are included in your Subscription Fee at no additional cost.
    2. NSW Planning Portal. The NSW Planning Portal does not allow automated API connection at the platform level. To use this integration, you must:
      1. register your own organisation directly with the NSW Planning Portal;
      2. obtain your own API access key; and
      3. configure that key in the Software.
    3. Authorisation to submit data. By configuring an API connection to the NSW Planning Portal (or any other government portal made available through the Software), you:
      1. authorise us to transmit data on your behalf to that portal using your API key, in accordance with your instructions and use of the Software;
      2. warrant that all data submitted through the Software to a government portal is accurate, complete and submitted in compliance with applicable law; and
      3. acknowledge that you are solely responsible for the accuracy, content and timeliness of any data submitted through the Software to a government portal, and for any consequences arising from that submission.
    4. Third-party services. The Permitted Integrations are provided by third parties under their own terms (Third-Party Terms). You are responsible for reviewing and complying with the Third-Party Terms applicable to any Permitted Integration you use. We are not liable for:
      1. the availability, accuracy, performance or functionality of any Permitted Integration or other third-party service;
      2. any change to, suspension or withdrawal of, a Permitted Integration by the relevant third party (and we may suspend, modify or withdraw a Permitted Integration in the Software in response to any such change); or
      3. any loss, error, delay or other issue arising in connection with a Permitted Integration.
    5. No other integrations. You must not integrate the Software with any third-party service, software or system other than the Permitted Integrations, or use any API or other technical interface to access the Software, without our prior written consent.
  8. Fees and Payment
    1. Subscription Fees and Project Fees
      1. You must pay to us:
        1. a recurring monthly subscription fee for the Software, calculated based on the number of Authorised Users (Subscription Fee); and
        2. a one-off fee for each Project, payable when a project is created in the Software (Project Fee).
      2. Current Subscription Fee and Project Fee amounts are set out on the Website. The Project Fee is in addition to the Subscription Fee and is charged on a per-Project basis.
      3. When a fee proposal is created in the Software, the Software will display an on-screen confirmation message notifying you that the Project Fee will be debited from your nominated payment method. By proceeding past that on-screen confirmation, you acknowledge and authorise the Project Fee being charged.
    2. Payment Method and Billing
      1. You must provide valid payment details on sign-up. Subscription Fees and Project Fees are debited automatically by direct debit through Stripe, our online payment partner.
      2. Subscription Fees are payable in advance at the start of each Subscription Period and Renewal Period. Project Fees are payable when a Project is created in the Software.
      3. All Fees are non-refundable for change of mind, except as set out in clause 8.4 (Grace Period) or as required by applicable law (including the ACL).
    3. Changes to Fees
      1. We may change the Subscription Fee or Project Fee from time to time on at least 10 Business Days' written notice. The change will take effect from your next Renewal Period (for the Subscription Fee) or for Projects created after the change takes effect (for the Project Fee).
      2. If you do not accept the change, you may cancel your Subscription before the change takes effect. If you do not cancel and continue to use the Software after the change takes effect, you are taken to have accepted the new Fee.
    4. Grace Period
      1. If your Subscription renews and you wish to cancel, you have up to 10 Business Days from the renewal date to cancel by contacting us through the Website (Grace Period). If you cancel within the Grace Period, we will refund the Subscription Fee charged for that Renewal Period.
      2. The Grace Period does not apply to Project Fees once a Project has been created.
    5. Late Payments and Suspension

      If we are unable to debit any Fee when due, we may suspend your access to the Software (in whole or in part) until all outstanding Fees are paid. We will use reasonable efforts to notify you before suspending your access.

    6. GST and Surcharges
      1. Unless otherwise stated, Fees are exclusive of GST. You must pay GST on any taxable supply by us, subject to our providing a tax invoice.
      2. We may pass on payment surcharges (including credit card surcharges) imposed by Stripe or your card provider.
    7. Stripe
      1. Payments are processed by Stripe Payments Australia Pty Ltd (Stripe). Stripe's processing of your payments is subject to Stripe's own terms and privacy policy, available at https://stripe.com/au/legal.
      2. You release us and our personnel from all liability for any loss or damage arising from any act or omission of Stripe, including any error, delay or security issue affecting Stripe's services.
  9. Hosting, Data and Records
    1. Hosting

      User Data is hosted on Amazon Web Services (AWS) infrastructure located in Australia. We will use reasonable efforts to keep User Data secure and accessible, but we do not guarantee that the hosting service will be free from errors, defects or interruption, or that backups will always be available or restorable.

    2. Records and Retention
      1. You acknowledge that, as a Registered Certifier, you are required by law (including under the Building and Development Certifiers Act 2018 (NSW) and associated regulations) to retain certification records for prescribed periods (which may be up to 10 years or longer).
      2. You are solely responsible for retaining your records for the period required by law. The Software is not a record-keeping or archival system. We do not warrant that User Data will remain accessible through the Software for the period required by your legal record-keeping obligations.
      3. You should download and store your own copies of all records you are required to retain and not rely on the Software to retain them on your behalf.
    3. User Data
      1. As between you and us, you own all User Data. You grant us a non-exclusive, royalty-free, worldwide, non-transferable licence to use, copy, store, transmit and display User Data to the extent reasonably necessary to provide the Software and the Permitted Integrations to you.
      2. Aggregated and de-identified data. We may also use User Data in aggregated or de-identified form (so that it does not identify you, any individual, or any specific project) to:
        1. monitor, analyse and improve the Software and our other products and services;
        2. produce statistics, benchmarks and insights; and
        3. train and improve internal analytics and machine learning models we use to operate and improve the Software.
      3. We will not use raw, identifiable User Data to train any machine learning model, and we will not sell User Data.
    4. Government Portal Submissions

      When you use the Software to submit data to the NSW Planning Portal or any other government portal, you authorise us to transmit that data on your behalf using your API key. We act only as a conduit for that transmission — we do not review, verify or validate the data.

      You acknowledge and agree that:

      1. you are solely responsible for the content and accuracy of any data submitted to a government portal through the Software;
      2. any submission made through the Software using your API key is treated as a submission by you (or your Authorised User) to the relevant portal; and
      3. we are not liable for any error, delay, rejection or other issue with any government portal submission, or for any consequence arising from that submission (including any regulatory action against you).
    5. Removal of Data

      We may remove any User Data that we reasonably consider:

      1. infringes a third party's rights;
      2. is unlawful, offensive or in breach of these Terms; or
      3. presents a security or operational risk to the Software.

      We will use reasonable efforts to notify you before removing User Data, except where prompt removal is required.

  10. Support
    1. We will provide reasonable support to assist you with technical issues affecting the Software (Support Services). Support is provided by email or through the Website during ordinary business hours in NSW.
    2. We will use reasonable efforts to respond promptly, but do not guarantee a particular response time. We do not provide 24/7 support, and we are not required to assist with issues beyond our reasonable control (for example, issues arising from your IT systems, your internet connection, third-party services, or User Software Changes).
    3. You are responsible for managing access for your Authorised Users, including password resets and basic administration.
  11. Intellectual Property
    1. We own (or are licensed to use) all intellectual property rights in the Software, including all related materials, templates, content, designs, logos, code and documentation (Software Content). All rights not expressly granted to you are reserved.
    2. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Software Content during your Subscription, solely for your internal business purposes in operating your certification business.
    3. You must not copy, reproduce, modify, adapt, publish, distribute or commercialise any Software Content other than as expressly permitted by these Terms or by applicable law.
    4. You retain ownership of your User Data, subject to the licence granted to us in clause 9.
  12. Confidentiality
    1. Each party must keep the other party's Confidential Information confidential and must not use or disclose it except as permitted by these Terms or with the disclosing party's written consent.
    2. Each party must promptly notify the other if it becomes aware of any actual, suspected or threatened loss, misuse, unauthorised access or unauthorised disclosure of the other party's Confidential Information.
    3. Confidential Information does not include information that is or becomes publicly available without breach of these Terms, was already lawfully known to the receiving party, or is independently developed by the receiving party.
  13. Privacy
    1. We collect, use and disclose personal information in accordance with the Privacy Act 1988 (Cth) and our Privacy Policy at www.ucert.com.au. By accepting these Terms, you agree to our handling of personal information in accordance with our Privacy Policy.
    2. Where you upload to the Software personal information about your clients or other third parties, you warrant that you have all necessary rights and consents to do so, and that your provision of that information to us complies with all applicable privacy laws.
  14. Warranties, Disclaimers and Liability
    1. Our Limited Warranties
      1. We warrant that, during your Subscription, the Software will perform substantially as described on the Website, and that we will provide the Software with reasonable care and skill.
      2. If you notify us of an error, bug or defect in the Software, we will use reasonable efforts to correct it within a reasonable time. This obligation does not apply where the error, bug or defect is caused by:
        1. your misuse of the Software or use of the Software contrary to these Terms;
        2. User Software Changes; or
        3. issues with your IT systems, your internet connection, or any third-party service (including Permitted Integrations).
    2. Service Limitations and Disclaimers
      1. You acknowledge and agree that:
        1. the Software may, from time to time, contain errors, bugs or defects;
        2. the Software may not be available at all times;
        3. data submitted to or transmitted through the Software may not always be delivered promptly, securely or at all; and
        4. we make no warranty as to the accuracy, completeness or fitness for purpose of any template, form, content or Output generated through the Software.
      2. Regulatory matters. To the maximum extent permitted by law, we exclude all liability of any kind in connection with:
        1. your compliance (or failure to comply) with any law, regulation, code, standard, professional obligation, registration condition or licensing requirement;
        2. the suitability, accuracy, completeness, validity or enforceability of any Output, certificate, approval, inspection report or other document generated through the Software;
        3. any decision made, action taken or omission by you (or any Authorised User) in connection with a certification, inspection, approval or other regulated activity;
        4. any regulatory action, investigation, fine, penalty, sanction, order, censure or disciplinary action taken against you (or any Authorised User);
        5. any claim brought against you (or any Authorised User) by your client, any third party or any regulator in connection with your certification or inspection activities; and
        6. any data submitted through the Software to any government portal.
      3. To the maximum extent permitted by law, all express or implied representations, conditions, warranties and guarantees not expressly stated in these Terms are excluded.
    3. Australian Consumer Law
      1. Nothing in these Terms excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by any law that cannot be excluded, restricted or modified, including the Australian Consumer Law contained in Schedule 2 to the Competition and Consumer Act 2010 (Cth) (ACL).
      2. Where the ACL applies, our liability for failure to comply with a consumer guarantee in respect of services is, to the extent permitted by law, limited at our option to:
        1. supplying the services again; or
        2. paying the cost of having the services supplied again.
    4. Liability Cap
      1. Subject to clause 14.3 and clause 14.4(c), the total aggregate liability of each party to the other in connection with these Terms (whether in contract, tort (including negligence), under statute or otherwise) is limited to the total Subscription Fees and Project Fees paid by you to us in the 3 months immediately preceding the date of the event giving rise to the relevant liability.
      2. Excluded loss. To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special or consequential loss, or for loss of profits, revenue, anticipated savings, business, goodwill, opportunity, data or use, in connection with these Terms or the Software.
      3. Carve-outs. The cap in clause 14.4(a) does not apply to your liability for:
        1. breach of clause 6 (Your obligations and acceptable use);
        2. breach of clause 11 (Intellectual property);
        3. breach of clause 12 (Confidentiality);
        4. any indemnity given by you under these Terms (including under clause 14.5); or
        5. any liability that cannot be limited at law (including for fraud, personal injury or death).
    5. Indemnity from You

      You indemnify us and our personnel against all loss, damage, cost, expense (including legal costs on a full indemnity basis) and liability suffered or incurred by us in connection with:

      1. any breach by you (or any Authorised User) of these Terms, including a breach of any warranty in clause 2 (in particular the in-person inspection warranty in clause 2(b)(v));
      2. any misuse by you (or any Authorised User) of any Output, including any presentation of an Output as a final certification document where it has not been properly issued, or any unauthorised alteration of an Output;
      3. any third-party claim (including by your client, a regulator or any other person) arising in connection with your (or any Authorised User's) certification, inspection, approval, regulatory or other professional activities;
      4. any data you (or any Authorised User) submit through the Software to any government portal;
      5. any breach by you (or any Authorised User) of clause 6(d) (User warranty re uploaded material), or any third-party claim arising from material uploaded to, or input into, the Software by you or any Authorised User;
      6. any unauthorised modification, extraction or use of any template, form or content within or from the Software; and
      7. any breach by you of clause 13 (Privacy), or any claim by an individual or regulator arising from your collection, use or disclosure of personal information through the Software.
  15. Upgrades, Downgrades and User Numbers
    1. You may notify us at any time that you would like to change your number of Authorised Users. If you do, we will:
      1. use reasonable efforts to promptly adjust your access; and
      2. apply the new Subscription Fee from the start of your next Subscription Period or Renewal Period.
    2. If you reduce your number of Authorised Users, you acknowledge that you (and not us) are responsible for any consequences of that reduction (including loss of access for affected individuals).
  16. Cancellation and Termination
    1. Cancellation by You

      You may cancel your Subscription at any time by giving us notice through the Website. Cancellation takes effect at the end of your current Subscription Period or Renewal Period (and you remain liable for any Fees properly payable up to that point, including Project Fees for any Project created during that period).

    2. Cancellation for Breach
      1. Either party may cancel your Subscription immediately by written notice if the other party commits a material breach of these Terms that:
        1. is incapable of remedy; or
        2. is capable of remedy and is not remedied within 10 Business Days of written notice requiring remedy.
      2. Without limiting clause 16.2(a), we may suspend or cancel your Subscription immediately by written notice if:
        1. you (or any Authorised User) breach clause 2(b)(v) (in-person inspection warranty), clause 6 (Your obligations and acceptable use), or clause 11 (Intellectual property);
        2. your registration as a certifier (or that of any Authorised User generating Outputs) is suspended, cancelled, varied or otherwise affected so that you can no longer lawfully use the Software for its intended purpose; or
        3. we reasonably consider your use of the Software presents a regulatory, security, reputational or operational risk to us or to other users.
    3. Effect of Cancellation
      1. On cancellation of your Subscription:
        1. your right to access and use the Software ends;
        2. you have 30 days from the cancellation effective date to download or extract your User Data from the Software (Data Extraction Period);
        3. during the Data Extraction Period, you may extract your User Data yourself at no additional cost. If you ask us to extract or remove User Data on your behalf, we may charge a reasonable cost (notified to you at the time);
        4. after the Data Extraction Period, we are not required to retain User Data and may delete it. You release us from any loss or damage arising from us not retaining User Data after that period; and
        5. any Fees already paid are non-refundable (subject to clause 8.4 and the ACL).
      2. Clauses that by their nature are intended to survive cancellation will survive, including clauses 6, 7, 9.2, 11, 12, 13, 14, 16.3, 18 and 20.
  17. Disputes
    1. If a dispute arises out of or in connection with these Terms, the party raising the dispute must give the other party written notice setting out reasonable details of the dispute. Each party must then negotiate in good faith to resolve the dispute.
    2. If the dispute is not resolved within 14 days of the notice, either party may commence court proceedings. Nothing in this clause prevents a party from seeking urgent interlocutory relief.
  18. Force Majeure
    1. Neither party will be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) to the extent caused by an event beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, pandemic, epidemic, government action, network or telecommunications failure, or industrial action (Force Majeure Event).
    2. The affected party must promptly notify the other of the Force Majeure Event and use reasonable efforts to resume performance.
  19. Notices

    Notices under these Terms must be in writing and in English and may be sent by email to the other party at the most recently used email address for that party. A notice is taken to be given 24 hours after sending (excluding weekends and NSW public holidays), unless the sender knows or ought to know it was not delivered.

  20. General
    1. Governing Law and Jurisdiction

      These Terms are governed by the law of New South Wales, Australia. Each party submits to the exclusive jurisdiction of the courts of New South Wales and courts of appeal from them.

    2. Other General Matters
      1. Waiver. A right is only waived if waived in writing signed by the waiving party.
      2. Severance. If any provision is wholly or partly invalid or unenforceable, it is severed to the extent of the invalidity or unenforceability, without affecting the remainder.
      3. Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations on notice to you.
      4. Entire agreement. These Terms, together with the Privacy Policy and any other policies we incorporate by reference, contain the entire agreement between the parties and supersede any prior representations or arrangements about their subject matter.
      5. No partnership. Nothing in these Terms creates a partnership, joint venture or agency between the parties.
      6. Interpretation. Headings are for convenience only. References to legislation include amendments and replacements. 'Including' and similar words are not words of limitation. '$' means Australian dollars.
  21. Definitions

    In these Terms, unless the context requires otherwise:

    Term Definition ACL the Australian Consumer Law contained in Schedule 2 to the Competition and Consumer Act 2010 (Cth). Account the account you create on the Website to access and use the Software. Authorised User an individual whom you authorise to access and use the Software on your behalf, in a user role made available to you on the Website. Authorised User Limit has the meaning given in clause 4.1(a). Business Day a day that is not a Saturday, Sunday or public holiday in New South Wales, Australia. Confidential Information information of, or provided by, a party that is by its nature confidential, is designated by that party as confidential, or that the other party knows or ought reasonably to know is confidential, but excluding information that is or becomes public other than through breach of these Terms. Fees the Subscription Fees and Project Fees, and any other amounts payable under these Terms. Force Majeure Event has the meaning given in clause 18. Outputs approvals, complying development certificates, construction certificates, occupation certificates, inspection reports and any other documents generated through the Software. Permitted Integrations has the meaning given in clause 7. Privacy Policy our privacy policy located at www.ucert.com.au, as amended from time to time. Project an engagement or matter created in the Software when a fee proposal you have created through the Software is accepted by your client. Project Fee has the meaning given in clause 8.1. Registered Certifier means a person validly registered as a building certifier under the Building and Development Certifiers Act 2018 (NSW) or equivalent legislation in another Australian jurisdiction. Renewal Notice has the meaning given in clause 3. Renewal Period has the meaning given in clause 3. Software has the meaning given in the introduction to these Terms. Software Content has the meaning given in clause 11. Subscription has the meaning given in the introduction to these Terms. Subscription Fee has the meaning given in clause 8.1. Subscription Period has the meaning given in clause 3. Support Services has the meaning given in clause 10. Terms these Terms and Conditions. Third-Party Terms has the meaning given in clause 7. User Data any data, files, documents, information or other materials uploaded to, stored in, or generated through the Software by you or any Authorised User. User Software Changes any addition, modification, integration or other change made to the Software (including by incorporating APIs, code or third-party software) by you or any Authorised User, other than as expressly permitted under clause 7. Website has the meaning given in the introduction to these Terms.

These SaaS Terms and Conditions were last updated on 7 June 2026.