Terms & Conditions

Effective Date: 26-Mar-2025

1. Introduction

This Agreement governs your acquisition and use of portier Global Pty Ltd (“portier”, “we”, “us”, or “our”) software and services. By clicking “accept”, executing an Order Form, or otherwise using our software, you acknowledge and agree to these Terms & Conditions (“T&Cs”).

If you are accepting this Agreement on behalf of a company or other legal entity, you confirm that you have the authority to bind that entity. If you do not agree to these T&Cs, you must not use the software or services.

These T&Cs apply exclusively to business (commercial) entities and do not extend to consumers under any applicable law. By entering into this Agreement, you represent and warrant that you are purchasing, licensing, or subscribing to the software and services solely for business use and not for personal, domestic, or household use.

2. Definitions

2.1 Key Terms

• Affiliate – Any entity that controls, is controlled by, or is under common control with a party.
• Agreement – These T&Cs, including any updates, amendments, or supplements.
• Beta Services – Services that are not generally available and are provided for testing/evaluation.
• On-Premise Software – Software installed and operated on the contracting party’s own servers or infrastructure.
• SaaS Services – Software-as-a-Service products hosted and managed by portier and provided on a subscription basis.
• Order Form – The document specifying the purchased software/services, pricing, and term.
• Professional Services – Additional services provided by portier or its subcontractors, including but not limited to training, onboarding, implementation, data migration, and technical support.
• Subcontractor – A third-party service provider engaged by portier to deliver professional services.
• User – An individual authorised by the contracting party to use the software or services.
• Your Data – Any data uploaded, stored, or processed using portier software or services.

3. General Terms

3.1 Scope

These T&Cs apply to all on-premise software licences, SaaS services, and professional services provided by portier.

3.2 Exclusivity

These T&Cs override any conflicting terms from the contracting party unless otherwise agreed in writing.

3.3 Competitor Access Restriction

You may not access, use, or allow third parties to access portier’s software or services for the purpose of developing, testing, analysing, or benchmarking a competing product or service, except with portier’s prior written consent. Any unauthorised use for competitive purposes will constitute a material breach of this Agreement, entitling portier to seek injunctive relief and damages.

4. Governing Law & Jurisdiction

4.1 Applicable Law

• Outside the EU: This Agreement is governed by the laws of Queensland, Australia, and disputes shall be resolved exclusively in the courts of Queensland.
• Within the EU: This Agreement is governed by the laws of Germany, and disputes shall be resolved exclusively in the courts of Berlin, Germany, unless mandatory provisions of EU law require otherwise.

4.2 Dispute Resolution Priority

Both parties must attempt to resolve disputes through good-faith negotiations before initiating legal action.

5. Software Licence & Intellectual Property

5.1 On-Premise Software Licence

portier grants you a non-exclusive, non-transferable, revocable licence to install and use the on-premise software on your internal systems for the duration of your subscription.

You may not:

• Modify, reverse-engineer, or create derivative works of the software.
• Resell, sublicense, or share access to the software with unauthorised third parties.

The on-premise software remains licensed, not sold, and all intellectual property rights remain with portier.

5.2 SaaS Subscription Licence

portier grants you a non-exclusive, non-transferable, revocable right to access and use the SaaS Services via the internet.

You may not:

• Access the SaaS Services for the purpose of creating a competing product.
• Attempt to bypass security features or extract source code.

5.3 Intellectual Property Ownership

• All IP rights in the software, SaaS Services, and related materials remain the sole property of portier.
• No ownership rights are transferred.
• Any modifications or customisations made by you shall not affect portier’s ownership of the underlying software.

6. Service Availability & Support

6.1 SaaS Uptime Commitment

portier commits to 99% uptime, except for:

• Scheduled maintenance (with at least 8 hours’ prior notice).
• Events beyond our control, including cyberattacks, government actions, force majeure events, or third-party failures.

6.2 On-Premise Support Services

portier provides updates and technical support for on-premise software during the active subscription period.

The contracting party is responsible for installing updates and maintaining their own infrastructure.

6.3 Support Options

Standard support is available at no additional charge.

Premium support options may be purchased separately, as detailed in the Order Form.

6.4 Security & Data Protection

portier will implement and maintain industry-standard administrative, technical, and physical safeguards to protect Your Data from unauthorised access, disclosure, or loss.

7. Third-Party Subcontractors Disclaimer

• portier may engage subcontractors to deliver professional services.
• While portier remains responsible for overseeing subcontractor performance, portier shall not be liable for any delays, errors, or omissions caused by subcontractors beyond its reasonable control.
• Customers agree that their sole remedy for defects in subcontracted services shall be, at portier’s discretion:
  • Re-performance of the affected services, or
  • A refund of the applicable fees.
• portier shall not be liable for any indirect, incidental, or consequential losses resulting from subcontracted services.

8. Customer Responsibilities

8.1 User Management

You are responsible for:

• Managing User access to the software/services.
• Ensuring all Users comply with this Agreement.

8.2 Security Obligations

You must take reasonable steps to:

• Protect login credentials from unauthorised access.
• Prevent unauthorised use of the software/services.

8.3 Prohibited Activities

You may not:

• Use the software/services for illegal, unethical, or fraudulent activities.
• Upload, transmit, or distribute malicious code, spam, or unauthorised data.
• Violate any third-party privacy, intellectual property, or security rights.

9. Data Storage & Privacy Compliance

9.1 Regional Data Storage Options

• portier offers regionalised data storage, including Germany for EU customers.
• Customers may request specific data residency locations, subject to availability.

9.2 GDPR & International Privacy Compliance

portier complies with:

• GDPR (EU) 2016/679
• Australian Privacy Act 1988 (Cth)
• Other applicable local privacy laws

9.3 Data Processing Agreement (DPA)

• A Data Processing Agreement (DPA) applies where portier processes personal data on behalf of the customer in accordance with Article 28 GDPR.
• A copy of the DPA is available upon request or may be included as part of the Order Form.

9.4 Data Subject Rights

portier provides tools and support to help customers fulfil their obligations regarding data access, rectification, erasure, portability, and objection under GDPR and similar laws.

10. Subscriptions, Fees & Payment Terms

10.1 Payment Terms

Invoices must be paid within 14 days from the invoice date.

Late payments incur interest at the statutory rate applicable under the governing law of the relevant jurisdiction.

• For German customers, this shall be 9 percentage points above the European Central Bank base rate (§ 288 BGB).

10.2 Automatic Renewals & Price Adjustments

• Subscriptions automatically renew unless cancelled at least 30 days before renewal.
• We may increase prices with at least 60 days’ notice, with any change taking effect from the next renewal term only.

10.3 No Refunds

Subscription fees are non-refundable, except as required by mandatory law.

11. Third-Party Integrations & Liability

portier allows integrations with third-party applications but is not responsible for their performance, security, or data handling.

11.1 Expanded Third-Party Integration & Marketplace Provisions

• portier does not own, monitor, or control third-party applications, and their use is solely at your own risk.
• By integrating with a third-party service, you acknowledge that any associated risks, including security, performance, or data processing compliance, rest with the third-party provider, not portier.
• portier is not responsible for third-party compliance with laws, data security, or operational reliability, and does not guarantee compatibility with future updates of our software or services.
• If portier determines, at its reasonable discretion, that a third-party integration compromises the stability, security, or performance of its services, portier may disable or restrict that integration.
  • Where feasible, portier will provide notice and an opportunity to remedy the issue.
• portier does not warrant or support non-portier applications or services, whether or not they are designated as “certified” or otherwise recommended.

12. Beta Services Disclaimer

Beta Services are provided on an ‘as-is’ and ‘as-available’ basis, without warranty. portier is not liable for any data loss, errors, or issues resulting from Beta Services.

13. Confidentiality & Indemnification

13.1 Confidentiality

Each party shall:

• Keep all non-public business, technical, and financial information confidential 
• Use such information only as permitted under this Agreement.

13.2 Indemnification

• portier indemnifies you against third-party claims that portier’s software infringes IP rights.
• You indemnify portier against claims arising from your use of the software in violation of laws or third-party rights.

14. Termination & Data Deletion

14.1 Termination by the Customer

• Customers may terminate by providing 30 days’ written notice before the next billing cycle.

14.2 Termination by portier

portier may terminate the Agreement if:

• You breach these T&Cs and fail to remedy within 14 days.
• You become insolvent or enter liquidation.

14.3 Data Deletion

• Upon termination, portier will delete Your Data within 30 days, unless legally required to retain it.
• Customers may request earlier deletion in compliance with Article 17 GDPR (Right to Erasure).

15. Cookies & Tracking

• portier uses cookies and analytics tools to improve service quality.
• Users can disable cookies via browser settings.

16. Additional Provisions

16.1 No Unlawful Exclusions of Mandatory Rights

These T&Cs are drafted solely for B2B transactions and are not intended to exclude, restrict, or modify any mandatory non-excludable rights or remedies you may have under Australian law, EU law, or other applicable legislation to the extent such laws apply and cannot be lawfully excluded.

16.2 Warranties & Disclaimers (B2B)

Warranty Disclaimer:

Except as expressly stated in this Agreement or required by applicable law, portier disclaims all warranties (express, implied, or statutory) to the maximum extent permitted by law, including any warranty of merchantability, fitness for a particular purpose, or non-infringement.

No Guarantee of Continuous Operation:

While portier commits to the uptime indicated in Section 6.1 for SaaS Services, there is no guarantee that operation will be error-free or uninterrupted, subject to mandatory legal requirements.

16.3 Limitation of Liability (B2B)

Indirect & Consequential Damages:

To the maximum extent permitted by law, neither party shall be liable for any indirect, special, punitive, or consequential damages, including loss of profits, revenue, or data.

Liability Cap:

Subject to mandatory law, each party’s total aggregate liability under or in connection with this Agreement is limited to the total fees actually paid by you to portier in the twelve (12) months preceding the event giving rise to the claim.

Non-Excludable Liability:

• Nothing in this Agreement excludes liability for:
  • Death or personal injury caused by negligence
  • Fraud or fraudulent misrepresentation
  • Liabilities which cannot be excluded or limited by law (including certain liabilities under German law)

16.4 Force Majeure

portier shall not be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to natural disasters, strikes, war, civil unrest, acts of terrorism, government actions, or internet service disruptions.

16.5 Export Control & Compliance

You agree to comply with all applicable export control and trade sanctions laws and regulations. portier software and services may be subject to Australian, EU, and other national export laws. You must not use or allow the use of the software/services in violation of such laws.

16.6 Data Backup & Loss

For SaaS Services, portier implements industry-standard backup procedures; however, you remain responsible for maintaining your own backups or secondary copies of important data. portier shall not be liable for data loss or corruption except as required by mandatory law.

16.7 Right to Audit (On-Premise Licences)

portier reserves the right, upon reasonable prior notice and during normal business hours, to audit your use of any on-premise software to ensure compliance with licence terms. Any such audit will be conducted in a manner that minimises disruption.

16.8 Updates to These T&Cs

portier may update these T&Cs with at least 30 days’ prior notice via email or in-product notifications. Continued use of the software or services after the notice period constitutes acceptance of the revised T&Cs. If you do not agree to the changes, you must terminate your subscription before the changes take effect.

16.9 Artificial Intelligence Tools (if applicable)

• Third-Party AI Integrations: If portier offers or integrates any AI functionality provided by external suppliers, you acknowledge that AI-generated outputs may be used solely as a reference or supplemental tool. You remain fully responsible for any decisions or actions taken based on such outputs.
• Disclaimer of Liability: AI-generated insights provided by portier are for informational purposes only and do not constitute legal, financial, or operational advice. You acknowledge that AI outputs may not be error-free and should not replace human oversight, professional judgment, or compliance obligations. portier disclaims any liability arising from reliance on AI-generated content, except as required by mandatory law.
• Data Handling: Where AI processes Your Data, portier will apply the same security and data protection standards outlined in Section 6.4 and Section 9. The nature of AI processing will be disclosed to you in relevant product documentation or Order Forms.

17. General Contract Clauses

17.1 No Agency

Nothing in this Agreement will be construed as creating a partnership, agency, franchise, joint venture, fiduciary, or employment relationship between the parties. Each party is an independent contractor; neither party has any authority to bind the other in any manner whatsoever.

17.2 Assignment

Neither party may assign or transfer any rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other party (which shall not be unreasonably withheld). However, either party may assign this Agreement in its entirety without consent to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

17.3 Entire Agreement & Order of Precedence

These T&Cs, together with any executed Order Forms and applicable DPA, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements. In the event of any conflict, the following order of precedence applies:

1. Order Form
2. These T&Cs
3. DPA (if referenced separately)
4. Any additional documentation or policies referenced herein.

17.4 Severability

If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be construed to reflect the parties’ original intent as closely as possible.

18. Final Acknowledgment

By using portier’s software/services, you acknowledge that you have read, understood, and agree to these T&Cs.