Terms and Conditions for Use of MEERQAT

Introduction

MEERQAT Pty Ltd (ACN: 601 845 792) is the developer of the MEERQAT online software application and owns copyright in it. MEERQAT is an online process assessment tool that allows users to review the health of their business processes and assists in the development of a quality improvement action plan to address any issues identified.

  1. Definitions
    1. “Account Owner”, is the category of User within MEERQAT with full authority for an organisation’s account, including the ability to manage their organisation’s subscription; create and manage users within their organisations; and to create, conduct, manage and monitor assessments within their organisation.
    2. “Administrator of MEERQAT”, consists principally of MEERQAT Pty Ltd, which supports the availability of, maintains and upgrades MEERQAT (but will not, in any way, copy or store externally any Content in the MEERQAT system).
    3. “Assessment”, is both the activity conducted by Users in which nodes in a Basemap are rated, and the resulting unique record of Content that is stored within the MEERQAT online database. The Assessment activityinvolves entering Content against the nodes in a Basemap and is the first step in a complete cycle of Assessment, Action Planning and Reporting that comprises an M-cycle. The Assessment record has a title (defined by the User) and Content (entered by the User), and is associated with an Action Plan and Reports.
    4. “Basemap”, is the template for the generation and conduct of Assessments by Users. Each Basemap is an interactive, graphical representation of a system, program, project or process, usually comprising a combination of nodes that represent the inputs, processes/activities, outputs/outcomes and objectives of the system, program, project or process. Basemaps also include back-end information that assists Users to conduct Assessments and develop Action Plans, such as: node description, rating scale and generic action plan tasks.
    5. “Basemap Library”, is the collection of Basemaps owned by MEERQAT Pty Ltd that are available for use in Assessments by any registered User.
    6. “Bespoke Basemap”, is a Basemap developed and owned by a User from a Participating Organisation, intended for the exclusive use of Users from that Participating Organisation.
    7. “Collection”, is any organisation or individual gathering, acquiring or obtaining information from any source and by any means, whether that information has been requested or not and includes questionnaires, surveys, interviews, focus groups and requests for information held on databases, datasets or institutional records.
    8. “Content”, is data entered into MEERQAT by Users from Participating Organisations and includes: node ratings (polled ratings and consensus ratings); comments; uploaded documents; whether the node will be included in the action plan; action plan tasks. All entered data is acknowledged to be the property of the Participating Organisation.
    9. “Disclosure”, is where an organisation or individual discloses information by releasing it to other organisations or individuals (i.e. outside of those collecting the information in the first instance) although giving individuals information about themselves does not constitute disclosure.
    10. “Licensee”, is the Licensee of MEERQAT, being MEERQAT Pty Ltd, who may provide access to the MEERQAT online application.
    11. “MEERQAT” is as defined in the Introduction above, being an online software application for the purpose of business process quality improvement and consists of an interface, interface design elements, source code, source code design, application and help documentation and trademark, being located at: https://www.meerqat.com.au
    12. “MEERQAT Account”, is the online access to the MEERQAT system for a nominated User. It provides access to that part of the MEERQAT system pertaining to the assessment, action planning and reporting activities of the User’s Participating Organisation (and no other Participating Organisation).
    13. “Participating Organisation”, is the organisation with which a User is affiliated (whether through employment or other contractual arrangement) and is responsible for identifying and authorising its employees or contractors as Account Owner, Team Leader or Team Member users of MEERQAT.
    14. “Personal Information”, is information or an opinion (including that forming part of a database), whether true or not and whether recorded in a material form or not, about an individual whose identity is apparent or can reasonably be ascertained from the information or opinion.
    15. “Sensitive Information”, is information or opinion about an individual’s racial or ethnic origin, political opinion, membership of a political association, religious beliefs or affiliations, philosophical beliefs, membership of a professional or trade association or trade union, sexual preferences or practices or criminal record, including the individual’s health information.
    16. “Team Leader”, is the category of User within MEERQAT with authority to create and manage Team Leader and Team Member users within their organisations; and to create, conduct, manage and monitor assessments within their organisation.
    17. “Team Member”, is the category of User within MEERQAT with authority to participate in assessments shared with them and view reports relating to those assessments.
    18. “Terms and Conditions of Use”, means these Terms and Conditions.
    19. “The User”, is the person using the MEERQAT application. The User has a single access account within MEERQAT and may be designated as either an Account Owner, Team Leader or Team Member.
    20. “Use”, an organisation or an individual ‘uses’ information if it handles in any way. Use of information includes any form of quantitative or qualitative analysis and any inclusion of the information in any form of publication. Contacting a person based on contact details is considered as use of that information.
  2. Intellectual Property
    1. MEERQAT software and all aspects of its design and functionality are owned by and remain the property of MEERQAT Pty Ltd including any interfaces, interface design elements, source codes, source code designs, application and help documentation (including videos) and trademark.
    2. The User will not access for copying, for re-use or otherwise reverse engineer any MEERQAT software.
    3. The data (Content) entered into MEERQAT is the property of the Participating Organisation and they may download and share their own data with other organisations.
    4. Basemaps included in the MEERQAT Basemap Library are the property of MEERQAT Pty Ltd, although Content entered into MEERQAT by a User as part of an Assessment conducted with a Basemap from the MEERQAT Basemap Library is the property of the Participating Organisation, as per clause 2.3.
    5. Except for the circumstances in clause 2.6, a Bespoke Basemap is the property of the Participating Organisation. Any contribution to the design, back-end information or implementation of a Bespoke Basemap in MEERQAT made by staff of MEERQAT Pty Ltd that is provided under a contracted works-for-hire arrangement, or as part of an annual subscription arrangement, will not constitute ownership of the Bespoke Basemap by MEERQAT Pty Ltd, unless otherwise agreed between the parties.
    6. If a User from a Participating Organisation wishes to create a bespoke amended version of a Basemap from the MEERQAT Basemap Library, the resulting Amended Basemap will jointly be the property of MEERQAT Pty Ltd and the Participating Organisation, with the portion of the Basemap that represents the bespoke amendment being the property of the Participating Organisation. The Amended Basemap will be for the exclusive use of Users from that Participating Organisation.
    7. Participating Organisations may decide to transfer ownership to MEERQAT Pty Ltd of any Bespoke Basemap that is the property of the Participating Organisation, or of any Amended Basemap that is the partial property of the Participating Organisation (as per clause 2.6), to allow the Basemap to be included in the MEERQAT Basemap Library. Once ownership has been transferred, the Basemap is no longer a Bespoke Basemap or Amended Basemap and the provisions of clause 2.4 will apply.
  3. Limitation of Liability
    1. Except to the extent that liability cannot be limited or excluded at law, the Administrator accepts no responsibility or liability whatsoever (whether in contract tort, negligence, under an indemnity or otherwise) for any loss, direct or indirect, arising out of any loss of profit, revenue or contract or loss of data, howsoever arising.
    2. All conditions, warranties and liabilities contained in or implied by any statute or rule of law are hereby expressly excluded and negated PROVIDED THAT nothing herein shall exclude, restrict or modify any condition, warranty or liability which may at any time be implied, where to do so is illegal or would render any provision of these Terms and Conditions void.
    3. The Administrator disclaims all other warranties, express or implied, with respect to fitness for a particular purpose.
    4. The limitations on liability expressed in this clause shall also apply to and inure for the benefit of the Licensee.
  4. Compliance with Privacy Legislation
    1. The Licensee and Participating Organisations are bound by the Commonwealth Privacy Act 1998 (“the Act”) and the Victorian Information Privacy Act 2000 (“the Victorian Act”). These Acts (“the Acts”) prohibit an organisation from engaging in practice that breaches the privacy principles set out in the Acts and, in particular, set minimum standards for how an organisation collects, uses and discloses and maintains the quality, security and storage of personal information, transfers personal information overseas and treats sensitive information such as health information and employee records.
    2. MEERQAT compliance with the above privacy principles is set out in clauses 5, 6 and 7 of these Terms and Conditions.
  5. Collection of Information
    1. Recording of User contact information within MEERQAT is recognised as personal information for the purposes of the Acts and, accordingly, the handling of personal information within MEERQAT is consistent with obligations under the Act.
    2. MEERQAT usually collects personal information (specifically, name and email address) directly from Users, as part of the process through which individuals apply for a MEERQAT Account. Sometimes, MEERQAT collects personal information from a third party, such as an Account Owner or Team Leader within the same Participating Organisation as the User. MEERQAT collects additional personal information (specifically, telephone number) when Users register for assistance through the Technical Help page of the website.
    3. MEERQAT collects personal information about Users solely for the purposes of:
      1. Creating a MEERQAT Account for the User;
      2. Contacting the User in relation to their MEERQAT Account and operational issues about MEERQAT and the MEERQAT website; and
      3. Contacting the User in response to User requests for assistance.
    4. MEERQAT does not deliberately seek to collect any Sensitive Information.
  6. Use and Disclosure of Information
    1. Once personal information has been collected, it is used only for the purpose for which it was collected (“the primary purpose”), specifically, for the creation of a MEERQAT Account for the individual and to contact the individual about their MEERQAT Account, about MEERQAT more generally, or in response to a User-generated request for technical assistance.
    2. Users should be aware that their name and email address are visible to Users within their own organisation at and above their own level.
    3. Accordingly, it is a condition of use of MEERQAT that Users only use contact information stored within MEERQAT for the purposes outlined in clause 5.3 and may not disclose personal information of any User that was obtained through use of MEERQAT to any other organisation or individual without the prior written consent of the User.
    4. The Administrator of MEERQAT is able to view personal information (name, email address and phone number) for all registered Users and uses this information to assist Users with enquiries about their own MEERQAT Account and to contact Users with updates about the operation of MEERQAT.
    5. Personal information of Users is not routinely disclosed to any organisation or individual.
  7. Security 
    1. The User acknowledges that for privacy of personal information purposes:
      1. Participating Organisation collections of personal data are sealed within MEERQAT by database engine integrity and are not viewable or visible by form or report by any User of another Participating Organisation;
      2. MEERQAT is protected by a 128-bit SSL encryption and firewalls;
      3. MEERQAT is hosted by an Australian provider who meets current standards for government and corporate hosting;
      4. Information uploaded onto MEERQAT is backed up daily and stored within multiple separate data centres; and
    2. Users of MEERQAT acknowledge and agree that there are personal information related risks in transmitting information across the internet, which are generic to the internet and that they accept those risks in using MEERQAT.
    3. Users of MEERQAT acknowledge and agree that there are personal information disclosure related risks if Users remain active in the MEERQAT system after the termination of their employment with the Participating Organisation. MEERQAT has provision to make these Users inactive, to deny access to the system and thereby minimise this risk but cannot guarantee against such disclosure related risks.
    4. Users of MEERQAT are required to safeguard the confidentiality of Content they process in MEERQAT and their passwords and login information.
    5. Cookies are used to locally store user input data, such as logon information, throughout MEERQAT application.
  8. Parties
    1. These Terms and Conditions form part of any Agreement between the User and the Licensee of MEERQAT. By logging into MEERQAT, the parties consent to all of these Terms and Conditions.
    2. Under these Terms and Conditions, the User is granted access to and allocated an account in MEERQAT, to record, maintain and administer information related to the quality assessment of business processes.
  9. Term 
    1. The Agreement of which these Terms and Conditions form part, shall operate from the date the User indicates its acceptance of same, by activating its MEERQAT account and logging into MEERQAT, subject to and without limiting clauses 14 and 15.
    2. The User Account is non-transferable. The User acknowledges that the User may not assign, transfer or part with any benefit under the Agreement including User Account rights without the prior written approval of the Licensee who may refuse to consent to such assignment in its absolute discretion and without assigning any reason or reasons for such refusal.
  10. Authority of Users
    1. Account Owners may create accounts at Account Owner, Team Leader or Team Member permission levels for other Users within their organisation.
    2. Team Leaders may create accounts at either Team Leader or Team Member permission levels for other Users within their organisation.
    3. Users with Account Owner or Team Leader accounts may not create accounts at Account Owner or Team Leader permission levels for individuals who are not employees or contractors within their particular organisation.
    4. Users with Account Owner or Team Leader accounts may create accounts at Team Member permission level for individuals who are not employees or contractors within their Participating Organisation, for the purposes of including those individuals in assessments being conducted by the Account Owner’s, or Team Leader’s, Participating Organisation.
  11. Content
    1. The User is responsible for the Content that is uploaded and stored by the User in MEERQAT. The Licensee is not liable for Content upload nor its quality, accuracy or misuse.
    2. The User will not enter Content into MEERQAT that: infringes any persons rights or otherwise violates the laws of the State of Victoria and Commonwealth of Australia
    3. Without limiting the above clause (11.2), the User will not upload, store or distribute material on MEERQAT that is in any way unlawful, defamatory, obscene, indecent, offensive, harassing or discriminatory.
    4. The User must take all reasonable steps to ensure that Content uploaded onto MEERQAT does not contain any malicious software that may damage, adversely interfere with, surreptitiously intercept or expropriate any data in MEERQAT.
    5. The Content remains the property of the Participating Organisation.
  12. Release
    1. The User uses MEERQAT at the User’s own risk. The Administrator and Licensee exclude all warranties express or implied including, without limitation, a warranty that MEERQAT is secure.
    2. The User releases the Administrator and Licensee, including their officers and employees from any loss (including loss of data generally or caused by viruses), liability or claim arising from its use of MEERQAT.
  13. Indemnity 
    1. The User indemnifies the Administrator and Licensee, their directors, officers and employees from any liability or claim arising from the User’s use of MEERQAT including, without limitation, a breach of the terms of use, the posting of unlawful content, the disclosure of personal or health information or a breach of third party intellectual property rights.
  14. Variation of Terms of Use
    1. These Terms and Conditions may be amended at any time upon reasonable notice being given to the User and any amendment made will require confirmation of the User’s agreement to the amendments, as a condition for continued access to MEERQAT.
  15. Termination
    1. If the User breaches these Terms and Conditions or creates a risk or legal exposure for the Administrator or Licensee, as determined by them in their sole discretion, then the Administrator or Licensee may immediately suspend access to MEERQAT, on immediate notice or longer at the sole discretion of the Administrator and/or the Licensee. If warranted in the opinion of the Administrator and/or the Licensee, a breach of these Terms and Conditions by a User may result in suspension of all MEERQAT Accounts within that User’s Participating Organisation.
    2. A User whose MEERQAT Accounts have been suspended may request removal of the User’s personal information from MEERQAT.
    3. If all MEERQAT Accounts within a Participating Organisation have been suspended, that Participating Organisation may request deletion of all its removable Content from MEERQAT.
    4. The Administrator or Licensee may terminate the Agreement of which these Terms and Conditions form part by giving a Participating Organisation and/or its User 60 days’ notice of its intention to terminate the Agreement.
  16. General
    1. The laws of the State of Victoria govern these Terms and Conditions and each party submits to the jurisdiction of the courts of that State.
    2. If any clause or part of any clause herein is in any way unenforceable, invalid or illegal, it is to be read down so as to be enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from these Terms and Conditions without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses).