Terms and Conditions

1. About these Terms

These Terms are an agreement between RPMCODE and the business or organisation that creates a tenant in RPM (the "Customer", "you"). The person who signs up accepts them for the Customer and confirms they are at least 18 and authorised to bind it.

People the Customer invites to RPM ("Users") agree to the parts of these Terms that apply to individuals: the Acceptable Use Policy, and sections 3, 9, 10 and 13–15 of these Terms, so far as the law allows. The Privacy Statement explains how we handle their information.

• "Service" means RPM: the hosted software, its screens, reports, dashboards, user guide and everything we provide with it.
• "Customer Data" means the information you and your Users put into the Service, and what the Service produces from it.
• "Tenant" means the company, branch or other organisation unit you create in the Service.
• "Fees" means the amounts in Subscription, Billing and Cancellation or a written quote we have accepted.

2. Who may use the Service

The Service is for running a business. It is not designed for personal, household or family use, and must not be used by anyone under 18. You must not use it if a law or sanction prohibits you from receiving it, or us from providing it to you.

3. Accounts and security

• Give accurate information and keep it up to date.
• Each person signs in with their own account. Accounts must not be shared.
• Keep passwords confidential, and keep control of the email address an account uses: sign-up codes, invites, password resets and sign-in codes are sent there. If you set up an authenticator app, keep the phone it is on to yourself.
• You are responsible for what happens under your Tenant's accounts, and for granting and removing your Users' access.
• Tell us at support@rpmcode.com straight away if you suspect someone has used an account without permission.

4. The Service

We provide the Service on a server whose location is given in Company Details and Legal Notice, through a web browser, with reasonable care and skill. We improve it continually: we may add, change or remove features. If we remove a feature you materially rely on, we will give you reasonable notice where we can.

Private servers, customisation and adaptation to your industry are separate services, provided only under a written quote or agreement.

5. The evaluation period

A new Tenant may use the Service free of charge for six months from the day it is opened (the "evaluation period"). We do not ask for payment details, and there is no obligation to continue. During the evaluation period the Service is provided "as is", without any promise that it meets your needs.

We may change or end the evaluation offer for new sign-ups at any time. Before your evaluation period ends we will tell you what continuing costs. If you do not continue, we may close the Tenant after giving you notice and the chance to export your data.

6. Fees and payment

Fees, invoicing, taxes and cancellation are covered in Subscription, Billing and Cancellation.

7. Your data

You own Customer Data. You give us a licence to host, copy, process, transmit and display it only as needed to provide, secure and support the Service, and as the law requires. That licence ends when the data is deleted.

You are responsible for Customer Data: that it is accurate, that you have the right to use it, and that you have any notice, consent or other lawful basis the law requires for personal information you put in. Where Customer Data includes personal information, we handle it as your processor (or "operator") under the Data Processing Terms.

We never sell Customer Data, and never use it for advertising. We may use technical information about how the Service performs, such as error logs, to maintain and improve it.

8. Backups and exports

We back up the Service every night to recover it from a disaster. Backups are not a way to restore records you changed or deleted yourself, and a restore after a disaster can lose up to a day of changes. Every screen exports to CSV or PDF: keep your own copies of anything you cannot afford to lose.

9. Acceptable use

You and your Users must follow the Acceptable Use Policy. You must not copy, resell or sublicense the Service; reverse engineer, decompile or disassemble it except where the law expressly allows; get around its security or access controls; or use it to build a competing product.

10. Intellectual property

RPMCODE and its licensors own the Service and everything in it other than Customer Data. These Terms give you a right to use the Service while they are in force, and nothing more. If you send us suggestions, we may use them freely. See Intellectual Property, Copyright and Open Source.

11. Confidentiality

Each of us will keep the other's confidential information confidential, use it only for this agreement, and share it only with people who need it and are bound to keep it confidential, or where the law requires. This does not cover information that is public through no fault of the receiver, or that the receiver already had or developed independently.

12. Third-party services

The Service relies on some services run by others, and may link to more. They are governed by their own terms. See Third-Party Services and Links.

13. What we do not promise

Apart from what these Terms expressly say, and to the extent the law allows, the Service is provided "as is" and "as available". We do not promise that it will be uninterrupted, error-free or completely secure, that it will meet your requirements, or that results calculated from your data will be correct. RPM is not professional advice: see Financial, Accounting and Tax Disclaimer.

14. Limitation of liability

This section limits what you can claim from us. Please read it carefully.

1. Nothing in these Terms excludes or limits liability that the law does not allow to be excluded or limited — for example for fraud, for death or personal injury caused by negligence, for gross negligence or wilful misconduct where the law says so, or under consumer guarantees.
2. Neither of us is liable to the other for indirect, consequential, special or punitive loss, or for loss of profit, revenue, goodwill, anticipated savings or business, or for business interruption, however it arises.
3. We are not liable for loss or corruption of data, except that where our breach of these Terms caused it, we will restore the data from our most recent backup at our cost.
4. Our total liability to you for all claims arising in any twelve months is limited to the Fees you paid us for the Service in the twelve months before the event giving rise to the first claim — or AUD 100 (or the equivalent in your currency) if you have paid us nothing, as during the evaluation period.
5. Where a consumer guarantee applies and may be limited (for example under the Australian Consumer Law, for services not ordinarily acquired for personal, domestic or household use), our liability is limited, at our choice, to supplying the services again or paying the cost of having them supplied again.
6. These limits do not apply to your obligation to pay Fees, or to your obligations under section 15.

General Disclaimer and Limitation of Liability explains how the law of some countries changes these limits.

15. Your indemnity

To the extent the law allows, you will compensate RPMCODE for any claim by a third party, and any fine, loss or reasonable cost that follows from it, arising from Customer Data, from your or your Users' breach of these Terms or the Acceptable Use Policy, or from your or your Users' breach of law.

16. Suspension and termination

• You may stop using the Service at any time. Cancelling a subscription is covered in Subscription, Billing and Cancellation.
• We may suspend access straight away, in whole or in part, to deal with a security threat, a breach of the Acceptable Use Policy, a legal requirement, or Fees unpaid after we have given you notice. We lift a suspension once its reason is resolved.
• We may end this agreement if you materially breach it and do not put it right within 14 days of our notice, or on 60 days' notice for any reason — in which case we refund any Fees you paid in advance for the time after it ends.

When the agreement ends, access ends. For 30 days afterwards you may ask us for an export of your Customer Data. After that we delete it, as Data Retention, Backup and Deletion describes. Sections 7, 10, 11, 13, 14, 15, 19 and 20 continue after the agreement ends.

17. Changes to these Terms

We may change these Terms. For a change that matters to you, we will tell you by email or in the Service at least 30 days before it applies, and may ask you to agree again. If you do not agree, stop using the Service before the change applies and we will refund any Fees you paid in advance for the time after that date. Using the Service after the change applies means you accept it. Corrections, and changes the law requires, may apply sooner.

18. Events beyond our control

We are not responsible for failing or delaying to perform because of events beyond our reasonable control, such as natural disasters, epidemics, war, terrorism, civil unrest, government action, power or internet failures, failures of hosting or other providers, or cyber attacks we could not reasonably have prevented. We will take reasonable steps to limit the effect and resume as soon as we can.

19. Governing law and disputes

These Terms are governed by the laws of South Africa. If a dispute arises, write to support@rpmcode.com and we will both try in good faith to resolve it within 30 days. If we cannot, the courts of that country have non-exclusive jurisdiction. Either of us may seek urgent relief from any court.

If you are a consumer, or the law of your country gives you rights or a forum that cannot be taken away by agreement, those rights and that forum still apply.

20. General

• Entire agreement. These Terms and the documents they refer to are the whole agreement about the Service, and replace anything said before.
• Assignment. You may not transfer this agreement without our written consent. We may transfer it to a business that takes over the Service, and will tell you if we do.
• Severability. If part of these Terms cannot be enforced, the rest still applies, and that part applies to the greatest extent the law allows.
• No waiver. Not enforcing a right now does not give it up.
• Notices. We send notices to the email address of your Tenant's founding account or its administrators; you send them to support@rpmcode.com. See Electronic Communications and Signatures.
• Relationship. Nothing here creates a partnership, agency or employment between us.
• Third parties. Only you and RPMCODE have rights under these Terms.
• Language. These Terms are written in English. A translation is for convenience only; the English version prevails.