Terms of Service

1. About these terms

These Terms of Service (“Terms”) are an agreement between you and Imesc Digital Solutions, trading as Contenses (“Contenses”, “we”, “us”, “our”). They govern your use of the Contenses application at app.contenses.com, our website at contenses.com, and related services (together, the “Services”).

By creating an account, accepting an invitation, starting a trial or using the Services, you agree to these Terms. If you are using the Services for an organisation, you agree on its behalf and confirm you have authority to do so. In that case “you” and “Customer” mean that organisation.

The Services are intended for business use. If you have a separate signed agreement with us, that agreement takes priority where it conflicts with these Terms.

2. Key terms

• Workspace: a Customer’s area within the Services, where its asset register and settings live.
• User: anyone the Customer invites or allows to access its Workspace, including owners, admins, editors and viewers.
• Customer Content: all information that the Customer or its Users enter into the Services, such as asset records, URLs, revisions, approvals and comments.
• Subscription: the paid plan the Customer selects, with its features, limits and billing period.

3. Accounts and access

• You must be at least 18 and give accurate account information.
• Each account is for one person. Do not share logins. Add colleagues as Users instead.
• You are responsible for keeping your credentials secure and for all activity under your account. We recommend turning on multi-factor authentication.
• Tell us promptly at legal@contenses.com if you suspect unauthorised access to your account.
• The Customer is responsible for its Users. This includes who it invites, the roles it assigns, and making sure Users follow these Terms.

Access to the Services may be by invitation or early access during our launch period.

4. Free trials

New Workspaces may start with a free trial, currently 30 days. No payment card is required. Trials are provided “as is” for evaluation. We may change or end trial offers at any time.

When a trial ends without a Subscription, access to the Workspace is restricted. The owner can still sign in to choose a plan or export the Workspace register. Trial data is then kept and deleted as described in Termination and your data.

5. Plans, fees and billing

• Plans and limits. Each plan includes the features and limits, such as user seats and publishing channels, shown on our pricing page or in your order. You must stay within your plan’s limits.
• Fees and currency. Fees are charged in US dollars and exclude taxes. Australian customers pay GST in addition. Customers elsewhere may need to account for local taxes. Where applicable, provide a valid tax ID.
• Automatic renewal. Subscriptions are billed in advance, monthly or annually. They renew automatically for the same period until cancelled.
• Payment. Payments are processed by Stripe. You authorise us, through Stripe, to charge your payment method for each renewal. Keep your billing details up to date.
• Upgrades and downgrades. Upgrades take effect when confirmed. To downgrade, your usage must first fit within the lower plan’s limits. Features not included in the new plan are switched off.
• Price changes. We may change prices for future billing periods. We will give you at least 30 days’ notice. Changes take effect at your next renewal.
• Late or failed payment. If a payment fails and is not resolved after we notify you, we may suspend access until it is paid.

6. Cancellation and refunds

You can cancel at any time. Cancellation takes effect at the end of your current billing period, and you keep access until then.

Fees are non-refundable. We do not give refunds or credits for partial billing periods, unused seats or downgrades, except where these Terms say otherwise or the law requires.

Nothing in these Terms limits any rights you have under the Australian Consumer Law or other laws that cannot be excluded (see Australian Consumer Law).

7. Your content

• You own it. As between you and us, the Customer owns all Customer Content.
• Our permission to use it. You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, process and display Customer Content only as needed to provide, secure and support the Services and as the law requires.
• Your responsibility. You are responsible for Customer Content and for having the rights to enter it. Contenses records links and metadata about your assets. It does not host your files. We are not responsible for content at the links you record or for the third-party sites they point to.
• No AI training. We do not use Customer Content to train artificial intelligence models.
• Personal information. If Customer Content includes personal information, you are responsible for having a lawful basis to provide it. We process it on your behalf, as described in our Privacy Policy. Contact legal@contenses.com if you need a data processing agreement.

8. Acceptable use

You must not, and must not allow anyone else to:

• use the Services for anything unlawful, deceptive or infringing, or to store content you have no right to use;
• try to access another customer’s Workspace, or probe, scan or test the security of the Services without our written permission;
• interfere with or overload the Services, including by automated use beyond normal limits;
• upload malicious code, or use the Services to send spam or unsolicited messages;
• copy, resell, sublicense or provide the Services to third parties, except to your own Users as intended;
• reverse engineer the Services, except to the extent the law allows despite this restriction;
• use the Services to build a competing product.

9. Third-party services and connectors

You may choose to use third-party products with Contenses, such as an AI assistant connected through our connector, or the sites and tools your asset links point to. Those products are governed by their own terms. Their providers, not Contenses, are responsible for them. When you connect a tool, you authorise it to access Workspace data you can access.

10. Our intellectual property and feedback

We own the Services, including the software, design, documentation and the Contenses brand. Subject to these Terms and payment of fees, we grant the Customer a non-exclusive, non-transferable right for its Users to use the Services during the Subscription for its internal business purposes.

If you send us suggestions or feedback, we may use them freely without any obligation to you.

11. Confidentiality

Each party will protect the other’s non-public information with reasonable care. Each party will use it only for the purposes of these Terms. This duty does not apply to information that is public through no fault of the receiving party, was already known to it, or was independently developed. Either party may disclose information where the law requires, giving notice where it lawfully can.

12. Privacy and security

Our Privacy Policy explains how we handle personal information. We maintain reasonable technical and organisational security measures designed to protect Customer Content. These include encryption in transit and database-level isolation between Workspaces.

13. Availability, changes and support

We work to keep the Services available and reliable. We do not guarantee uninterrupted access, and we do not offer a service-level agreement unless one is agreed in writing. We may carry out maintenance, which we will try to schedule to minimise disruption.

We continually improve the Services and may add, change or remove features. We will not make a change that materially reduces the core functionality of a paid plan during your current billing period.

Support is provided by email during business hours, Australian Western Standard Time (AWST).

14. Termination and your data

You can stop using the Services and cancel your Subscription at any time. We may suspend or end your access in the following cases:

• you materially breach these Terms and do not fix the breach after notice;
• fees remain unpaid after notice;
• your use poses a security risk or legal risk to us or others. In this case we may act immediately, and will explain why where we can.

If we end the Services for our own convenience, we will give at least 30 days’ notice. We will refund any prepaid fees for the unused period.

Your data after it ends. When a trial or Subscription ends, Customer Content remains available for export for 90 days. After that, we may permanently delete it. Copies in backups are removed within a further 30 days. We may keep limited records where the law requires, such as billing records.

Sections that by their nature should survive termination will survive. These include fees owed, confidentiality, disclaimers, liability and governing law.

15. Disclaimers

To the extent the law allows, the Services are provided “as is” and “as available”. We exclude all warranties not expressly set out in these Terms, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. Contenses helps you track and govern your content. You remain responsible for your own compliance, approval and publishing decisions.

16. Australian Consumer Law

Our Services come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in these Terms excludes, restricts or modifies those guarantees or any other right that cannot lawfully be excluded. Where the law allows us to limit our liability for failing to meet such a guarantee, our liability is limited, at our choice, to supplying the Services again or paying the cost of having them supplied again.

17. Limitation of liability

To the maximum extent the law allows:

• neither party is liable for indirect or consequential loss, or for loss of profits, revenue, data, goodwill or business opportunity;
• each party’s total liability arising out of or in connection with these Terms is limited to the fees the Customer paid us in the 12 months before the event giving rise to the claim.

These limits do not apply to the Customer’s obligation to pay fees, to a party’s fraud, or to liability that cannot be limited by law.

18. Indemnity

The Customer will indemnify us against third-party claims, and the resulting losses and reasonable costs, to the extent they arise from Customer Content or from use of the Services that breaches these Terms or the law.

19. Changes to these terms

We may update these Terms from time to time and will post the new version here with a new effective date. If a change is material, we will give account holders at least 30 days’ notice by email or in the app. If you continue to use the Services after a change takes effect, you accept the updated Terms. If you do not agree, you may cancel before the change takes effect.

20. General

• Governing law. These Terms are governed by the laws of Western Australia, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Western Australia and the courts that hear appeals from them.
• Assignment. You may not transfer these Terms without our consent. We may transfer them as part of a merger, acquisition or sale of assets.
• Events outside our control. Neither party is responsible for delays or failures caused by events beyond its reasonable control. This does not apply to payment obligations.
• Notices. We may send notices to the email address on your account or through the app. Send notices to us at legal@contenses.com.
• Entire agreement. These Terms, any order or signed agreement, and the policies they refer to are the entire agreement between us on their subject.
• Severability and waiver. If any part of these Terms is unenforceable, the rest continues to apply. Not enforcing a right is not a waiver of that right.

21. Contact

Questions about these Terms? Email legal@contenses.com. For privacy matters, see our Privacy Policy.