Terms of Service

These terms apply to your organisation's use of SubMan, including during early access.

In short: SubMan is a subscription web application that subcontractors use to quote, contract, manage variations and make progress claims. It is for businesses. Your organisation's data is yours, its files are kept in the drive it connects, and you can export at any time. Your plan and any add-ons each run to a date; if one lapses you can still read and export, but not create or change, for 30 days — after that the organisation and its data are deleted. The app holds no documents: they are in your own cloud storage. When you first sign in we ask you to accept these terms and the Privacy Policy, and we record which version of each you accepted and when.

1. Who we are and what this covers

SubMan is a product of EMJ Services Pty Ltd, ABN 16 626 783 551 ("we", "us"). These terms govern use of the SubMan application, its API and this website ("the Service") by a business that holds an organisation in it ("you", "your organisation") and by the people it invites. The Service is supplied for business use, not for personal, domestic or household use.

You accept these terms, and the Privacy Policy, when you first sign in to the Service, and again when either is updated (clause 20). We record the version of each document you accepted and when. If you accept on behalf of a business, you confirm you are authorised to bind it.

2. The Service

The Service lets your organisation keep clients and rate cards; prepare and send quotes, including the same quote to several clients; accept quotes into jobs with contract lines and terms; price and record variations and their approval; prepare progress claims, retention and bank guarantee records; and connect the other services described in clause 6. Features, plans, add-ons and limits are described in the application and may change as the Service develops. We will not remove a feature included in your plan during a period you have paid for without giving you notice under clause 20.

3. Early access

The Service is in early access. Organisations are set up by invitation; signing in does not by itself create an organisation or give access to any data. We may limit the number of organisations during this period. Fees during early access are agreed with you in writing (which includes email) before any fee is charged.

4. Organisations, accounts and roles

Each business is a separate organisation in the Service. Its data is kept apart from every other organisation's and is visible only to people it invites. You sign in through an identity provider we support; we do not hold a password for you. People join an organisation by invitation, in a role set by its owners or administrators, and may be given access to particular jobs. Your organisation is responsible for whom it invites, the roles it gives them, removing people who should no longer have access, and the activity of its members.

5. Plans, add-ons, fees and expiry

Plans and add-ons. Your organisation is licensed for a plan (a bundle of features) and, optionally, for add-ons sold separately. Each runs to its own paid-to date, shown on the Subscription page. An add-on does not renew or lapse with the plan unless we agree otherwise.

Fees. Fees, billing periods and any user limits are as agreed with you in writing, or later as shown in the application. Fees are in Australian dollars and exclude GST unless stated otherwise; GST is added where it applies. We will give you at least 30 days' notice of any change to your fees, which takes effect from your next billing period.

When a plan or add-on lapses. Members can still sign in, open and export what is there, but the features covered by the lapsed plan or add-on refuse new work and changes. Renewing within 30 days of the lapse restores them, and nothing is lost in between.

After 30 days. If your organisation's plan has not been renewed within 30 days of lapsing, we close the organisation and delete its data from the Service, without further notice. Export anything you want to keep before then. The Service holds no documents: quotes, contracts, claims and other documents are written to your organisation's own cloud storage, or downloaded, as they are made (clause 7), and are not affected when the organisation is deleted.

Fees already paid are not refundable except as these terms or the law provide.

6. Connected services

The Service can connect to services your organisation chooses and holds its own accounts with: accounting software (currently Xero), cloud file storage (currently Google Drive and Microsoft SharePoint), and identity providers for sign-in (currently Google and Microsoft). The connected services available may change.

When you connect one, you authorise us to access it through its API on your organisation's behalf, and you confirm you are entitled to give that authority. For accounting software we read your contacts, settings, invoices and attachments, and — where you use the features that do so — create or update contacts, job tracking options, and invoices with their attachments. For file storage we create folders, and read and write files, in the locations you choose. We do not change or delete anything else.

You can disconnect a service at any time, in the Service or in that service's own settings. If you do, the features that rely on it stop, and what it already holds stays there. Connected services are supplied by their providers under their own terms, are not part of the Service, and may change or interrupt their APIs; we are not responsible for them.

7. Files in your drive

Documents the Service produces for your organisation (quotes, contracts, claims and exports) and files your members upload are written to the file storage your organisation connects, in folders it chooses. Those files are then held by your file storage provider under your account, not by us. Your organisation is responsible for that storage: who can open and share the files, keeping them for as long as you need to, backing them up, and deleting them. We keep only your templates and logo and what we need in the short term to produce and deliver a file. If your organisation connects no file storage, documents are produced for download and not kept by the Service.

8. API keys

Your organisation's administrators can create API keys that let a program you control (for example a spreadsheet) read data from the Service, limited to the scopes chosen. A key is shown once. Treat it like a password: your organisation is responsible for keeping it secret, for everything done with it, and for the data read with it once that data leaves the Service. We are not responsible for any loss arising from a key being lost, shared or misused, or from what happens to data after it is read with a key. Revoke a key you no longer need, or one that may have been exposed. We may revoke or rate-limit a key that we reasonably believe is compromised or is affecting the Service, and will tell you if we do.

9. Audit history

The Service records changes made in your organisation (who changed what, and when). The most recent six months are available in the application. Each completed month is then filed as a spreadsheet (CSV) in your organisation's file storage and, once we have confirmed the file was written correctly, removed from the application. That file is your organisation's record and clause 7 applies to it. If your organisation has no file storage connected, nothing is filed: the history stays in the application for the same six months and is then deleted. We may change the in-application period on notice under clause 20.

10. Your data

Your organisation owns the content it puts into the Service and the data the Service obtains from your connected services on its behalf ("your data"). You grant us a non-exclusive licence to host, copy, process and display your data only as needed to provide, secure and support the Service for you. You can export quotes, claims and other records at any time. We may use aggregated information about how the Service is used, which does not identify your organisation or any person, to operate and improve it.

11. Personal information and data processing

Your data will include personal information about other people, such as your clients' and builders' contacts, your staff, and the suppliers and people named in your records. For that information:

your organisation decides what is collected and why, and is responsible for having the right to collect it and give it to us, and for any notices or consents required by law;
we handle it on your organisation's behalf, only to provide the Service and as your organisation directs through the Service, and not for our own purposes;
we keep it confidential, limit access to people who need it to run and support the Service, and protect it with reasonable security measures;
we use other providers for hosting, databases, email delivery and sign-in, described by kind in the Privacy Policy, and remain responsible for what we ask them to do;
if we become aware of unauthorised access to or loss of your data, we will tell your organisation without undue delay and work with you on any assessment or notification required under the Privacy Act 1988 (Cth); and
when your organisation closes we delete or return your data as set out in clause 18.

We handle personal information about you and your members in line with the Privacy Policy and the Australian Privacy Principles.

12. Acceptable use

Your organisation and its members must use the Service lawfully and must not:

try to access another organisation's data, or any part of the Service they have not been given access to;
probe, scan or test the Service for vulnerabilities, or load-test it, without our written agreement;
interfere with the Service, introduce malicious code, or get around its limits or security;
copy, resell or sublicense the Service, or build a competing product from it;
use automated means to access the Service other than API keys under clause 8;
upload or store content they are not entitled to hold, or that is unlawful, infringing or defamatory; or
use the Service to send unsolicited messages.

If you find a security problem, please tell us at the address in clause 22 and give us a reasonable time to fix it before telling anyone else.

13. Contracts, claims and advice

Quotes, contract terms, variations and claims prepared in the Service are your organisation's documents, on your terms; we do not review them. The Service helps you prepare progress claims, but whether a claim is a valid payment claim under the security of payment legislation of the relevant State or Territory, and how and when it is served, is your organisation's responsibility. Figures in the Service are calculated from what your members enter and what your connected services provide, and are only as accurate as those inputs. Nothing in the Service is legal, tax, financial or accounting advice.

14. Availability and support

We aim to keep the Service available and to give notice of planned maintenance where we reasonably can. During early access we do not commit to a particular level of availability or response time. Support is by email at the address in clause 22.

15. Our responsibility to you

Nothing in these terms excludes, restricts or modifies any right or remedy under the Australian Consumer Law or other law that cannot lawfully be excluded. Where a consumer guarantee applies and our liability for failing to meet it can be limited, it is limited to supplying the Service again or paying the cost of having it supplied again.

Otherwise, and to the extent the law allows: our total liability to your organisation in connection with the Service in any 12-month period is limited to the fees your organisation paid for the Service in that period; neither party is liable to the other for indirect or consequential loss, or loss of profit or revenue; and our liability is reduced to the extent your organisation, its members or a connected service caused or contributed to the loss.

16. Your responsibility

Your organisation is responsible for its use of the Service, its members' use, its content, the accounts it holds with connected services, and its own legal, contractual, tax and record-keeping obligations. The Service is a tool to help you meet them.

17. Confidentiality

Each party will keep confidential the other's non-public information that it receives in connection with the Service, and use it only for the purposes of these terms, except where disclosure is required by law.

18. Suspension, termination and closing an organisation

Suspension. We may suspend access for a member or an organisation if we reasonably believe it is breaching clause 12, putting the Service or other organisations at risk, or acting unlawfully. We will tell you why and, where practicable, give you a chance to fix it first.

Termination by you. Your organisation may stop using the Service and ask us to close it at any time.

Termination by us. We may close an organisation for a material breach of these terms that is not fixed within 30 days of our notice, when a plan has lapsed for 30 days (clause 5), or for any reason on 60 days' notice — in which case we refund fees paid for any period after closure.

On closure. Export what you want to keep before the closing date (for a lapsed plan, within the 30 days in clause 5). After it we delete your organisation's data from the Service; copies in our backups are deleted as those backups expire. We may keep records we need for our own legal, tax or accounting obligations. Files in your own storage are unaffected.

19. Assignment

We may assign or transfer our rights and obligations under these terms to a related body corporate, or to anyone who takes over the SubMan business, and will tell you if we do. Our obligations to you, and your rights, are not reduced by such a transfer. Your organisation may not assign or transfer its rights or obligations under these terms.

20. Changes to these terms

We may update these terms or the Privacy Policy. We will give at least 30 days' notice of a change that materially affects you, in the application or by email, except where a change is required sooner by law. You will be asked to accept the new version when you next sign in after it takes effect. If you do not agree with a change, your organisation may close before it takes effect and we will refund fees paid for any period after closure.

21. Governing law

These terms are governed by the laws of New South Wales, Australia, and each party submits to the non-exclusive jurisdiction of its courts.

22. Contact and notices

Notices to us: [email protected]. We send notices to your organisation by email to its owners or through the application.