Terms of service

General Terms and Conditions

These General Terms and Conditions (“General Terms”) govern the use of Manifest products and services. These General Terms are entered into by Manifest and Client as of the date Client purchases, or otherwise accesses or uses, any Manifest products or services.

1. Definitions

The following terms, as used within these General Terms, will have the meanings set out below:

“Agreement” means these General Terms, together with the Order Form.

“Client” means the entity or organisation who purchases access to, or otherwise accesses or uses, any Services, which is specified in the Order Form.

“Client Data” means the activity information and metadata successfully transferred, submitted, disclosed or processed by Client or its Users through to the Manifest Platform.

“Data Protection Laws” means any legislation or regulation (to the extent Client, Manifest or Users are subject to it), that govern or otherwise apply to personal information that is processed under the Agreement, including the European Union Regulation 2016/679 (General Data Protection Regulation), the UK Data Protection Act (2018), and the Australian Privacy Act 1988 (Cth), each as may be amended from time to time.

“Documentation” means the training materials, specifications, and technical information regarding the Manifest Platform that is provided by Manifest to Client in writing. Documentation may be made available by electronic means.

“Effective Date” has the meaning set out in the Order Form or, if no Effective Date is specified, the date Client purchases access to, or otherwise accesses or uses, any Manifest products or services.

“Intellectual Property Rights” means all intellectual and industrial property rights and interests of whatever nature throughout the world conferred under statute, common law or equity, and includes rights in respect of, or in connection with, copyright, trade marks, domain names, designs, patents, confidential information, trade secrets, know-how, business or company names, or other proprietary rights (whether registered, unregistered or not registrable) and any rights to register such rights.

“Manifest Platform” means the proprietary artificial intelligence software-as-a-service developed by Manifest, made available through Software and/or web browser, as further described in any applicable Documentation. For the avoidance of doubt, Manifest Platform includes Software.

“Order Form” means the ordering document or invoice issued by Manifest or its Related Body Corporate for the purchase by Client of access to the Manifest Platform. An Order Form may for the avoidance of doubt be issued electronically.

“Party” and/or “Parties” means Manifest and Client (as defined herein).

“Manifest” has the meaning set out in the Order Form.

“Software” means any proprietary downloadable software applications and products developed by Manifest and provided to Client (and its Users) for installation and use by Client (and its Users) on a personal computer, tablet or other device, including any updates thereto provided by Manifest during the Term.

“Subscription Fees” means the fees for the right to access and use the Manifest Platform.

“Related Body Corporate” has the meaning given in Section 50 of the Corporations Act 2001 (Cth).

“User” means an individual authorised by Client to access the Manifest Platform in accordance with the applicable Order Form.

“User ID” means a unique alphanumeric identifier assigned to a User so that the User can access the Manifest Platform and use the corresponding authorised features of the Manifest Platform.

2. Term

The Term of the Agreement begins on the applicable Effective Date and will continue for the period identified as “Initial Term” on the Order Form. If no specific Initial Term period is stated on the Order Form, the Initial Term shall be one year. After the Initial Term, the term of the Agreement will automatically renew for additional one (1) year terms (“Renewal Term”), unless either Party provides the other written notice of non-renewal no later than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term. Collectively each Initial Term and each Renewal Term (if any) constitute a “Term” in respect of the applicable Order Form.

3. Provision of Manifest

During the Term, Manifest will make the Manifest Platform specified in the Order Form available to Client. Client will provide Manifest with all necessary and reasonable cooperation to enable it to perform its obligations under the Agreement.

4. Intellectual Property, Access Rights and Restrictions

4.1 Ownership of Platform and Content. The Manifest Platform, including its design, features, and functionality, is owned by Manifest and its licensors. Except for the limited rights set forth below, no Intellectual Property Rights (or any other rights, express or implied) in or relating to the Manifest Platform will be acquired by Client and nothing in this Agreement shall be construed as transferring any Intellectual Property Rights from Manifest to any other party. All Intellectual Property Rights are reserved.

4.2 Access Rights. During the Term and subject to Client’s ongoing compliance with all the terms of the Agreement, Manifest grants to Client, a limited, non-exclusive, non-transferable, and non-sublicensable right to:

(a) allow Users to access and use the applicable Manifest Platform solely for Client’s internal business purposes; and/or

(b) install and use the applicable Software in accordance with the Documentation solely for Client’s internal business purposes.

4.3 Purchase for Related Bodies Corporate. To the extent that Client is purchasing access on behalf of its Related Bodies Corporate, Client guarantees the compliance of each Related Body Corporate with the Agreement. If Client’s Related Bodies Corporate enter into an agreement with Manifest on the same terms as Client under the Agreement by entering into an Order Form referencing the agreed terms between Client and Manifest, any such Order Form shall be its own separate agreement between Manifest and Client Related Body Corporate, running on its own term, and the termination of the Agreement shall not terminate such separate agreement (or vice versa).

4.4 General Responsibility. The Manifest Platform uses artificial intelligence. Accordingly, Client is responsible for all access and use of the Manifest Platform and Software by its Users and ensuring that any outputs reflected by the Manifest Platform are accurate. The Client is further responsible for any person that gains access through Client or any of its Users or User IDs. Client must not access the Manifest Platform if Client is a competitor of Manifest and must not provide competitors of Manifest with access to the Manifest Platform.

4.5 Access Restrictions. Client must not and must ensure that Users do not, directly or indirectly:

(a) reverse engineer, disassemble, decipher, translate, decompile, mirror, or prepare derivative works of the Manifest Platform or Software or otherwise attempt to access, imitate, derive or discover the source code thereof;

(b) upload any Client Data that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy or right of publicity, hateful, or racially, ethnically or otherwise objectionable;

(c) infringe the intellectual property or privacy rights of any third party in connection with use of the Manifest Platform, Software or Documentation;

(d) interfere with or disrupt Manifest’s software, the systems used to host the Manifest Platform, other equipment or networks connected to the Manifest Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Manifest Platform, which are made known to Client;

(e) license, sell, rent, lease, lend, transfer, outsource, sublicense or otherwise provide access to the Manifest Platform or Software or utilise the Manifest Platform for the benefit of a third party, including through a service bureau, commercial time-sharing arrangement, or application service provider (ASP) arrangement;

(f) unless expressly authorised by Manifest in writing, circumvent the User authentication or security of the Manifest Platform or any host, network, or account related thereto;

(g) perform any penetration testing on or with respect to the Manifest Platform, including use of any tools, code or instruction intended to fuzz, damage, destroy, alter, reveal any portion or expose vulnerability of the Manifest Platform (unless specifically authorised by Manifest in writing);

(h) make any unlawful use of the Manifest Platform ;

(i) use the Manifest Platform, in whole or in part, in any manner that competes with Manifest or its Related Bodies Corporate (if any); or

(j) use automated systems, software or processes to extract or compile data from the Manifest Platform (“data scraping”).

4.6 User ID. As part of the implementation process of the Manifest Platform, Client may be required to identify in writing the Users, who will be assigned User IDs. Client is responsible for setting up and ensuring the confidentiality of User accounts and passwords assigned to them for use with the Manifest Platform. Rights of any User to utilise the Manifest Platform cannot be shared or used by more than one individual. Client must not and will ensure that Users do not permit any other individual or entity to access (through User ID and password sharing or otherwise) the Manifest Platform or Software. Client is restricted to the number of Users for which it has purchased subscriptions. Virtualisation technology may not be used to circumvent the restrictions in the Agreement. Client may on a permanent basis transfer a User's access right purchased by Client to another User without incurring additional Subscription Fee charges (but subject to payment of an administration fee, if applicable), as long as the number of Users does not exceed the number of Users purchased, and the original User is no longer a User and is not permitted access to the Manifest Platform. If Client exceeds, or wishes to increase, the number of Users, additional fees will apply.

4.7 Compromised User Accounts. Client is responsible for promptly notifying Manifest after confirming any actual or reasonably suspected information security breaches affecting the security of the Manifest Platform or Software of which it becomes aware, including without limitation compromised User accounts. Client is responsible for defining its authorised approvers, documentation and validation requirements for changes to its use and access to the Manifest Platform.

5. Client Data and Other Materials

5.1 Client Data Ownership. Client reserves all title and ownership of Client Data, and is responsible for the accuracy and completeness of any Client Data reflected in the Manifest Platform. Manifest will take reasonable security measures with respect to the storage and transmission of Client Data. Upon Client’s reasonable request, Manifest will provide Client with Manifest’s then-current security Documentation made generally available to customers of the Manifest Platform. Manifest shall also promptly and without undue delay notify Client after confirming any actual or reasonably suspected information security breaches affecting the security of Client Data.

5.2 Aggregated Data. Manifest may collect, create, use and disclose information generated or derived from use of the Services, which may include aggregated, anonymised data, statistics and/or similar information derived from Client Data or the use of different features on the Manifest Platform for its business purposes and for product development and service improvement purposes. Client Data will also be used to train the artificial intelligence model behind the Manifest Platform for the improvement of the specific instance of the Manifest Platform that is accessible by Client.

5.3 Feedback. Client is not required to provide Manifest with any feedback about the Manifest Platform (“Feedback”). However, if Client provides Feedback, Client agrees that even if it is designated confidential, the Feedback is not confidential and, Manifest is free to use, disclose, reproduce, license or otherwise distribute the Feedback without any obligations or restrictions of any kind, including intellectual property rights as long as the Feedback excludes Client Data and is otherwise anonymised.

6. Fees and Payment

6.1 Fees. Unless otherwise specified in the Order Form, Client will pay the amounts specified in the Order Form annually in advance. Client will pay all invoices within thirty (30) days of the date of invoice. To the maximum extent permitted by applicable law, in the event of the cancellation, expiration or termination of the Agreement, all amounts paid or due and owing to Manifest are non-refundable.

6.2 Increase in Fees. If Manifest increases pricing beyond what is specified in the Order Form, Manifest will give 60 days’ written notice to the Client.

6.3 Reduction of Users. Any reduction in the quantity of Users made in an Order Form must be agreed to in writing by the Parties at least thirty (30) days in advance of the commencement of the next Renewal Term and any such reduction shall only take effect as of the commencement of the next Renewal Term. If there is no written agreement to reduce the quantity of any purchase in an Order Form by such time and the Agreement renews, the Agreement will renew for the same quantity purchased in the preceding Initial or Renewal Terms, as applicable.

6.4 Interest. For any amount not paid when due and without prejudice to any other rights and remedies of Manifest, Manifest may charge a 1.5% per month (18% per annum) finance charge or, if lower, the maximum amount allowed under applicable law in the jurisdiction in which Client is located. Client will reimburse Manifest for its costs incurred (including reasonable attorney’s fees) in the collection of Client's past due amounts.

6.5 No Set-Off. All amounts payable to Manifest are payable in full in the currency specified in the Order Form without deduction or set off, and shall be in addition to all applicable taxes, bank fees or duties, which are also Client’s responsibility.

6.6 GST. All Subscription Fees exclude goods and services tax. Client is responsible for payment of all applicable GST, sales tax or similar transaction-based taxes (such as gross receipts or excise taxes), withholding taxes, and similar charges which are levied or imposed by reason of the transactions contemplated by the Agreement. In the event that any withholding taxes are payable under the Agreement, Client shall gross up such payment such that the balance payable to Manifest after deduction of the applicable withholding taxes shall be equivalent to the original amount due to Manifest.

7. Indemnification

7.1 Indemnity by Manifest. Manifest will indemnify Client against any bona fide third party claim that the grant of a right to, or the access and use by, Client and its Users of the Manifest Platform in accordance with the Agreement infringes a validly existing trademark, copyright, patent, or other proprietary right of a third party, and pay any final judgment awarded or negotiated settlement.

7.2 Client Obligations for Indemnity. This indemnity in Section 7.1 is conditional upon Client providing Manifest with prompt written notice of any claim, sole and exclusive control over the defense and settlement of the claim, and any such cooperation as Manifest may reasonably request. Client will also not admit liability, take any position adverse or contrary to Manifest, or otherwise attempt to settle any claim or action for which it is seeking indemnification without the express written consent of Manifest.

7.3 Manifest Remedies. If, in Manifest’s sole opinion, an infringement claim may have validity, then Manifest will modify the Manifest Platform to make it non-infringing, procure any necessary license, or replace the affected item with one that is reasonably equivalent in function and performance. If none of these options are available, as determined by Manifest, the Agreement will terminate and a pro-rata refund of the Subscription Fees shall be provided to the Client, calculated based on the number of months remaining in the Term.

7.4 Sole Liability. This Section states Manifest’s entire liability and Client’s sole and exclusive remedy for claims of infringement.

7.5 Indemnity by Client. Client will indemnify Manifest against, any third-party claim arising from: Client Data, modifications to the Manifest Platform that were not made by Manifest, or use of the Manifest Platform that is not permitted by the Agreement or any Documentation.

8. Disclaimer of Damages

8.1 Disclaimer. Subject to Section 9.2 and to the maximum extent permitted by law, in no event will either Party or its Related Bodies Corporate be liable or responsible to the other Party for any special, incidental, punitive, indirect or consequential damages; or loss of actual or anticipated profits revenue, business, goodwill, anticipated savings, or use; property damage; or business interruption, in each case arising out of or in any way related to the Agreement or Manifest Platform (whether caused by breach of contract or tort (including negligence) or breach of statutory duty, in equity or arising in any other way). This will apply even if a party had been advised of possible damages, the limited remedies specified in this Agreement fail in their purpose, and irrespective of whether the liability is based on contract, tort, negligence, equity, breach of law or statutory duty, strict liability, product liability or otherwise.

8.2 Warranty Required by Law. Nothing in the Agreement excludes, restricts or limits any condition, representation, warranty, term or guarantee that cannot be excluded, restricted or limited under Australian law, including Australian Consumer Law. To the extent that Manifest is able to limit the remedies available under this Agreement, Manifest expressly limits its liability for breach of a non-excludable statutory guarantee to the supply of the services again or the payment of the cost of having the services supplied again.

9. Limitation of Liability

9.1 Liability Cap. Subject to Section 10.4 and to the maximum extent permitted by law, in no event will the aggregate liability of either Party or its Related Bodies Corporate (to the extent not disclaimed under section 9) arising out of or in connection with the Agreement exceed the total fees paid or payable to Manifest by Client under the Agreement during the twelve (12) month period prior to the time at which the loss, cost, claim or damages arose. The existence of multiple claims under or related to the Agreement or any Order Forms including claims by Client Related Bodies Corporate under Order Forms referencing the Agreement will not enlarge or extend the limitation on money damages.

9.2 Unlimited Liability. Nothing in the Agreement excludes the liability of either party for: (a) death or personal injury caused by that relevant Party's negligence; (b) fees due under the Agreement; (c) misappropriation or infringement of the other Party’s Intellectual Property Rights; (d) a Party’s express indemnification obligations under the Agreement; or (e) any other liabilities that cannot be excluded by law.

10. Termination

10.1 Termination for Breach. This Agreement may be terminated by either Party on written notice if the other Party commits a breach of any term of this Agreement which it has failed to remedy within 30 days of the date of the notice.

10.2 Immediate Termination by Manifest. Manifest reserves the right to terminate or suspend Client’s access to the Manifest Platform, either temporarily or permanently, at any time and for the following reasons, acting reasonably:

(a) material violation of the terms of this Agreement;

(b) suspected fraudulent, abusive, or illegal activity;

(c) non-payment of fees, that has been notified in writing to the Client and non-payment has persisted for 7 days;

(d) upon request by law enforcement or other government agencies; or

(e) unexpected technical issues or security concerns.

10.3 Notice. Manifest will make reasonable efforts to provide written notice to the Client prior to termination or suspension, except in cases where immediate action is necessary to protect the Manifest Platform, other users, or comply with legal requirements.

10.4 Consequences of Termination. Upon termination of the Agreement, all rights granted to Client pursuant to the Agreement (as the case may be) will terminate, Client will immediately cease all access and use of the Manifest Platform and pay all unpaid fees. If Client terminates the Agreement due to Manifest’s breach of the Agreement, then to the extent Client has paid fees to Manifest, Manifest will refund Subscription Fees on a pro-rated basis, to any portion of the Term that is after the date of termination. If requested by Client after termination of the Agreement, Manifest will make Client Data available for Client to export or download, as provided in the Documentation, for a period not to exceed thirty (30) days from the date of termination. After such period, unless specifically requested by Client in writing to retain for 90 days for potential reactivation, Manifest will be under no obligation to hold the Client Data and Manifest will remove Client Data from the Manifest Platform, however, Client Data may remain in backups until such backups are deleted in accordance with standard operational cycles.

10.5 Survival. Sections 1, 4.1, 4.4, 4.5, 5, 6.1, 6.4, 7-9, 10.4 and 11-13 will survive termination of the Agreement for any reason.

11. Confidentiality, Privacy and Security

11.1 Privacy Policy. Manifest’s Privacy Policy sets out how Manifest collects, uses, stores, and discloses personal information in connection with the Manifest Platform. Client consents to Manifest’s Privacy Policy. Each Party will comply, to the extent applicable with data protection and data privacy laws in performing their obligations under this Agreement.

11.2 Data Security. No method of transmission over the Internet or electronic storage is 100% secure. Therefore, Manifest does not warrant and cannot ensure the security of any information transmitted by Client to Manifest. Client acknowledges and agrees that:

(a) transmission of information to and from the Manifest Platform is at Client’s own risk;

(b) Client is responsible to satisfy itself that its own information technology is protected against computer viruses or similar malicious code or software; and

(c) Manifest is not responsible for any interception or interruption of any communications through the Internet or for changes to or losses of data that arises in connection with Client’s transmission of information to the Manifest Platform.

(d) Once Manifest receives any transmission, Manifest will implement reasonable technical, administrative, and physical security measures to protect such information from unauthorised access, disclosure, alteration, or destruction.

11.3 Confidentiality.

(a) Client will retain in confidence the terms and pricing of the Agreement and all other non-public information, technology and materials (including the Platform) provided by or on behalf of Manifest during the term (“Manifest’s Confidential Information”). In consideration, Manifest shall retain in confidence any Client Data.

(b) Each Party will not disclose the Confidential Information of the other to any third party except for those provided under the Agreement or use it for any purpose other than to carry out the activities contemplated under the Agreement.

(c) Each Party may disclose the other’s Confidential Information to its employees or third parties who assist with the operation of the Agreement (e.g., Related Bodies Corporate, Users, contract developers, service providers, etc.), who have a need to know in connection with the Agreement and who have agreed to written obligations of confidentiality that are no less restrictive than the obligations in the Agreement.

(d) Each Party will take reasonable steps, and in no event will those steps be any less secure than the steps it uses to protect its own similar information, to ensure that the other’s Confidential Information is protected.

(e) Each Party is responsible for the actions or inactions of its employees and advisors with respect to use and disclosure of the other’s Confidential Information.

(f) The restrictions set forth in this paragraph will not apply to any information that: (i) was known by the receiving party without obligation of confidentiality prior to disclosure by the disclosing party; (ii) was in or entered the public domain through no fault of the receiving party; (iii) is disclosed to the receiving party by a third party legally entitled to make the disclosure without violation of any obligation of confidentiality; or (iv) is independently developed by the receiving Party without reference to any Confidential Information.

(g) To the extent that Confidential Information is required by applicable law or regulations to be disclosed, a receiving party may disclose such information after providing to the disclosing party, to the extent permitted by law, prompt notification of such request for disclosure for the purpose of challenging such request.

(h) The Parties agree that any violation or threatened violation of this clause will cause irreparable injury to the disclosing party for which money damages would be an insufficient remedy, therefore the disclosing party will be entitled to seek injunctive relief, in addition to other appropriate legal remedies.

12. Dispute Resolution

12.1 Good Faith Negotiation. In the event of a dispute, the Parties must, without delay and in good faith, attempt to resolve any dispute which arises out of or in connection with this Agreement (a "dispute") prior to commencing any proceedings in any court or otherwise in respect of that dispute ("proceedings"). If a Party requires resolution of a dispute, it must immediately submit full details of the dispute to the other Party. Both Parties must nominate their representatives to meet within 10 business days to resolve the dispute by formal negotiation.

12.2 Mediation. If a dispute is not resolved within 20 business days of the date of meeting or within such other longer period as they agree, the dispute must be submitted to mediation by the Party requiring resolution of that dispute in Sydney, NSW to be administered by Australian Centre for International Commercial Arbitration (ACICA) in accordance with the ACICA Mediation Rules before a mediator to be agreed. If the Parties cannot agree on a mediator, the chief executive for the time being of ACICA (or nominee) will be requested to appoint a mediator within 10 business days of the request. Any costs of mediation will be equally shared by the Parties.

12.3 Conditions Precedent. The Parties acknowledge that compliance with this provision is a condition precedent to any entitlement to claim relief or remedy by way of court proceedings in respect of a dispute. While any dispute remains unresolved, the Parties agree to continue to perform the Agreement to the extent that such performance is possible, given the nature of the dispute.

12.4 Injunctive Relief. This Section 12 does not limit in any way a Party’s right to seek any form of equitable relief including, without limitation, injunctive relief.

12.5 Confidentiality of Dispute Resolution. The Parties agree that all negotiations, mediation, and documents prepared for the purpose of dispute resolution under this section are confidential and shall not be disclosed to any third party, except as may be required by law.

13. Third Party Services

Manifest Platform may contain links to or allow Client or its Users to connect and use certain third party products, services and software in conjunction with the use of the Manifest Platform. To use such third party services, Users may be required to sign up or log into such third party services. Client acknowledges that use of third party services are solely governed by third party terms and conditions and privacy policy. Manifest is not responsible for any third party services. Further, as Manifest does not control third party services, certain features and functionality may cease to function. Therefore, Manifest will not be able to provide access and it will not be liable to Client for any refunds or any damage or loss arising from or in connection with such changes made by third party services that result in a change in the Manifest Platform.

14. Miscellaneous Provisions

14.1 Governing Law. This Agreement is governed by the laws of New South Wales, Australia. Each Party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia for the resolution of any disputes arising out of this Agreement.

14.2 Waiver. No failure or delay by a Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that or any other right, power, or remedy. A waiver is only effective if it is in writing and signed by an authorised representative of that Party.

14.3 No Relationship. Nothing in this Agreement creates any relationship of employment, trust, agency, or partnership between the Parties.

14.4 Severability. If any term of this Agreement is unenforceable, it shall be read down so as to be enforceable or, if it cannot be read down, the term shall be severed from the Agreement without affecting the enforceability of the remaining terms.

14.5 Entire Agreement. These General Terms, together with any applicable Order Form, constitute the entire agreement between Client and Manifest with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between Client and Manifest with respect to the Manifest Platform. All amendments or variations to this Agreement will only be effective if in writing and signed by both Parties.

14.6 Force Majeure. Except with respect to an obligation to pay Subscription Fees, neither Party shall be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials (“Force Majeure Event”). Each Party must notify the other Party if they are affected by a Force Majeure Event. Each Party will have the right to terminate the Agreement upon written notice if a Force Majeure Event continues to impact performance of the other Party for more than thirty (30) consecutive days.

14.7 Assignment. Client must not assign or transfer this Agreement or any rights or obligations hereunder, without the prior written consent of Manifest. However, Manifest may freely assign or subcontract its obligations without restriction. Any attempted assignment or transfer in violation hereof shall be null and void.

14.8 Notices. Any notices given by either Party to the other will be given in writing, sent via email and deemed received the date of delivery, unless received after 5pm, in which case, the following business day.

14.9 Counterparts. The Agreement may be executed in any number of counterparts, each of which will be deemed an original and all of which taken together will constitute one signed agreement between the Parties. Signatures may be transmitted by facsimile or electronic mail in PDF or other similar format and will be deemed original. The signatories to the Agreement hereby represent and warrant that they have all necessary authority to enter into and bind their respective Party to the Agreement.