These Terms are the agreement between you (the customer using Nioel) and Nioel Pty Ltd. The short version:
The full terms below cover the same ground in more detail. You'll be asked to tick "I agree" when you next sign in.
1.1 These Terms of Service ("Terms") are a contract between Nioel Pty Ltd (ABN 48 698 708 093) ("Nioel," "we," "us") and any person or business that uses the Nioel platform at nioel.com (the "Customer," "you").
1.2 By creating an account, signing in, or using the platform, you agree to these Terms. If you're using the platform on behalf of an organisation, you confirm you have authority to bind that organisation to these Terms.
1.3 These Terms apply to all users of the platform, including users whose tenant includes custom-built features, bespoke configurations, or services performed by Nioel under a separate commercial agreement. The protections and obligations in these Terms apply equally regardless of whether the platform is used in its standard form or includes custom development work.
2.1 "Platform" means the Nioel software-as-a-service product accessible at nioel.com, including all features, modules, and customisations.
2.2 Each Customer is provisioned a tenant — a logically separated workspace within the Platform — into which their data is loaded and which their authorised users access.
2.3 Some tenants include custom features or configurations developed by Nioel for that specific Customer. Those custom features form part of the Platform and are governed by these Terms.
3.1 Access to the Platform requires an account. Customers are responsible for keeping login credentials secure and for the actions taken under their account.
3.2 Customers may add authorised users (e.g. their own staff) to their tenant. The Customer is responsible for the conduct of its authorised users in relation to the Platform.
3.3 Customers must not share login credentials with anyone outside their organisation, attempt to access other tenants, reverse-engineer the Platform, or use it for unlawful purposes.
4.1 Fees, payment terms, and any one-time setup or build fees are set out in a separate commercial agreement (which may be an email, order form, or written contract) between Nioel and the Customer.
4.2 Invoices are payable within the period stated on the invoice (typically 7 days). Nioel may suspend access to the Platform if fees are materially overdue and unpaid after written notice.
4.3 Unless stated otherwise, all fees are exclusive of GST. Where GST applies to a supply made by Nioel under these Terms, the Customer must pay, in addition to the fee for that supply, an amount equal to the GST payable, and Nioel will issue a valid tax invoice for the supply.
5.1 "Customer Data" means any data the Customer or its authorised users upload to, generate within, or process via the Platform.
5.2 The Customer retains all right, title, and interest in Customer Data. Nioel processes Customer Data solely for the purpose of providing the Platform to the Customer.
5.3 The Customer may request a structured export of Customer Data at any time, and Nioel will provide it within a reasonable period.
5.4 On termination of the Customer's use of the Platform, Nioel will provide a full export of Customer Data within 14 days of request and delete Customer Data from production systems within 30 days after the export is provided, subject to retention required by law or reasonable backup cycles.
5.5 Nioel will not sell Customer Data, and will not share it with third parties except (a) sub-processors used to operate the Platform (e.g. hosting providers), (b) as required by law, or (c) with the Customer's consent.
5.6 Nioel's handling of personal information is described in Nioel's Privacy Policy (available at nioel.com/privacy), which forms part of these Terms. To the extent Customer Data includes personal information, each party will comply with its obligations under applicable privacy laws, including, where they apply, the Privacy Act 1988 (Cth) and the Australian Privacy Principles. Nioel will notify the Customer without undue delay on becoming aware of an unauthorised access to, or disclosure of, Customer Data that includes personal information, and will reasonably cooperate with the Customer in responding to it.
6.1 All right, title, and interest in the Platform — including its software, source code, designs, infrastructure, and any custom features, modules, or developments built by Nioel for any Customer — belongs to Nioel ("Platform IP"). This is true regardless of whether a Customer has paid for a custom feature to be developed; payment for such work is for the right to use the resulting feature on the Platform, not for ownership of the underlying IP.
6.2 Nioel grants the Customer a non-exclusive, non-transferable licence to use the Platform (including any Customer-specific custom features within it) for the Customer's internal business operations, for the duration of the Customer's active subscription or engagement.
6.3 Nothing in these Terms transfers ownership of the Platform IP to the Customer. The Customer's data, however, remains the Customer's, as set out in clause 5.
6.4 If the Customer provides Nioel with feedback, suggestions, or ideas about the Platform, Nioel may use that feedback freely without obligation.
7.1 Each party will keep confidential any information disclosed by the other that is marked confidential or that would reasonably be understood to be confidential (including, on the Customer's side, business data, customer lists, pricing, and internal processes; and on Nioel's side, technical architecture, source code, and commercial terms). Confidential information will be used only for the purposes of these Terms.
7.2 Confidentiality does not apply to information that is publicly available, was already known to the receiving party, was independently developed, or is required to be disclosed by law.
8.1 Nioel will use reasonable efforts to keep the Platform available and to apply security patches and updates in a timely manner.
8.2 The Platform is hosted on infrastructure operated by reputable third-party providers. The Platform may be unavailable from time to time due to scheduled maintenance, third-party outages, or events outside Nioel's reasonable control.
8.3 Nioel does not provide a specific uptime guarantee for standard accounts. Specific service levels, if any, will be set out in the Customer's commercial agreement.
9.1 Nioel warrants that it will perform its services with reasonable care and skill.
9.2 Except as expressly set out in these Terms or in non-excludable consumer guarantees, the Platform is provided "as is" and Nioel disclaims all other warranties, express or implied, including warranties of fitness for a particular purpose.
10.1 Liability Cap. Nioel's total aggregate liability to the Customer under or in connection with these Terms (whether in contract, tort, under statute, or otherwise) is limited to the total fees paid by the Customer to Nioel in the twelve (12) months immediately preceding the claim.
10.2 Exclusion of Indirect Damages. Neither party is liable to the other for any indirect, consequential, special, or incidental loss or damage, including loss of profits, loss of revenue, loss of business opportunity, or loss of data, however arising.
10.3 Exclusions from Limit. The limits in clauses 10.1 and 10.2 do not apply to liability that cannot be limited or excluded under applicable law (including liability for personal injury, fraud, or breach of non-excludable consumer guarantees under the Australian Consumer Law).
10.4 Remedies under the Australian Consumer Law. Where the Customer is entitled to a consumer guarantee under the Australian Consumer Law that cannot be excluded, but the law permits Nioel to limit its liability for failure to comply with that guarantee, Nioel's liability for that failure is limited, at Nioel's option, to: (a) re-supplying the relevant services (or arranging for their re-supply); or (b) paying the cost of having the relevant services re-supplied. This clause does not apply where the relevant goods or services are of a kind ordinarily acquired for personal, domestic, or household use or consumption.
11.1 Either party may end the arrangement on 30 days' written notice (email is sufficient), subject to any minimum term set out in the applicable commercial agreement. Where a minimum term applies, a notice of termination under this clause 11.1 takes effect no earlier than the end of that minimum term, unless the parties agree otherwise in writing.
11.2 Either party may end the arrangement immediately by written notice if the other commits a material breach that is not remedied within 14 days of being notified of the breach.
11.3 Nioel may suspend or terminate access immediately for serious breaches such as misuse of the Platform, attempts to compromise its security, or use for unlawful purposes.
11.4 On termination, Nioel will provide the data export described in clause 5.4, the Customer will pay any fees properly invoiced and outstanding to that date, and clauses 5, 6, 7, 10, and 13 survive.
12.1 Nioel may update these Terms from time to time. Material changes will be notified to Customers by email or in-platform notice at least 30 days before they take effect.
12.2 Continued use of the Platform after the effective date of changes constitutes acceptance of the updated Terms. Customers who do not agree to a change may end their use of the Platform under clause 11.
13.1 Governing law. These Terms are governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the Queensland courts.
13.2 Relationship to other agreements. These Terms govern use of the Platform. Customer-specific commercial details (such as pricing, scope of any custom development, and acceptance criteria) sit in separate agreements between Nioel and the Customer. Where there is a direct conflict between a customer-specific agreement signed in writing and these Terms, the customer-specific agreement prevails to the extent of the conflict — except for clauses 5, 6, 7, and 10, which always apply unless expressly varied in writing.
13.3 Entire agreement. These Terms, together with any customer-specific written agreement, constitute the entire agreement between the parties in relation to the Platform.
13.4 Notices. Notices to Nioel may be sent to the contact email at nioel.com. Notices to the Customer may be sent to the email address on the Customer's account.
13.5 Force majeure. Neither party is liable for delays or failures caused by events beyond reasonable control.
13.6 Severability. If any provision is unenforceable, the remaining provisions continue in force.
13.7 Assignment. The Customer may not assign these Terms without Nioel's consent. Nioel may assign these Terms to a successor in connection with a sale or restructure of its business.
For questions about these Terms, contact Nioel at the email address listed on nioel.com.