Terms of Service

These Terms of Service (the Terms) govern your access to and use of Chimedeck's hosted services, including any hosted workspaces, web applications, APIs, and related support services we make available from time to time (the Services). Chimedeck is operated by Journey Horizon Pty Ltd, Unit G10, 48 Gungahlin Place, Gungahlin ACT 2912, Australia (we, us, our).

By creating an account, signing a subscription agreement, or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

The Services
Eligibility and account registration
Acceptable use
Customer content and data
Privacy, security, and data processing
Confidentiality
Fees, billing, and taxes
Service levels and support
Third-party services
Intellectual property
Feedback
Suspension and termination
Warranties and disclaimers
Liability
Indemnity
Force majeure
Changes to these Terms
Governing law and disputes
Contact

1. The Services

1.1 Chimedeck provides a hosted work management platform for teams that want to use boards, cards, and related collaboration features without operating their own infrastructure.

1.2 We may offer different plans, environments, or service tiers. The current plan details, included features, and pricing may be described on our website, order form, invoice, or other written agreement.

1.3 We may update, improve, suspend, or discontinue features of the Services at any time, provided that we act reasonably and give advance notice where a material change affects your paid subscription.

2. Eligibility and account registration

2.1 You must be at least 18 years old, or the age of majority in your jurisdiction, and capable of entering into a binding contract to use the Services on behalf of yourself or an organisation.

2.2 You must provide accurate, current, and complete information when registering for an account or subscribing to the Services.

2.3 You are responsible for all activity that occurs under your account, including activity by your team members, contractors, and anyone you allow to access your account.

2.4 You must keep your login credentials secure and notify us promptly if you suspect unauthorised access.

3. Acceptable use

3.1 You agree not to use the Services to:

upload, store, transmit, or distribute unlawful, infringing, defamatory, obscene, or harmful content;
violate any law, regulation, or third-party right;
introduce malware, exploit vulnerabilities, or attempt to interfere with the Services;
engage in phishing, spam, fraud, or deceptive activity;
reverse engineer or attempt to bypass security or access controls except to the extent expressly allowed by law;
use the Services in a way that materially degrades performance or availability for other customers;
resell or sublicense access to the Services to third parties without our prior written consent; or
use Customer Content to train or benchmark artificial intelligence or machine learning models that are not owned or operated by you, or that compete with the Services.

3.2 We may suspend or restrict access if we reasonably believe there has been a breach of these Terms, a security risk, or unlawful use of the Services.

4. Customer content and data

4.1 You retain ownership of the content, files, cards, attachments, and other data you submit to the Services (Customer Content), subject to the rights you grant us in these Terms.

4.2 You grant us a limited, non-exclusive licence to host, process, store, transmit, back up, display, and otherwise handle Customer Content solely to provide, maintain, support, secure, and improve the Services. For the avoidance of doubt, we do not use Customer Content to train artificial intelligence or machine learning models. Any use of data to improve the Services is limited to aggregated, de-identified operational information.

4.3 You are responsible for ensuring that you have all rights and permissions necessary to provide Customer Content to us and to allow us to process it as contemplated by these Terms.

4.4 We may remove or disable access to Customer Content where required by law, where you instruct us to do so, or where we reasonably believe it is necessary to protect the Services, our customers, or third parties.

5. Privacy, security, and data processing

5.1 Our collection and handling of personal information is described in our Privacy Policy, which forms part of these Terms.

5.2 We implement reasonable administrative, technical, and physical safeguards designed to protect the Services and Customer Content, but no system is completely secure.

5.3 You are responsible for maintaining appropriate internal security for your own users, devices, and networks.

5.4 Where applicable law requires a data processing agreement (for example, under the GDPR or Australian Privacy Act), customers may request our Data Processing Addendum by contacting us at the address in Section 19.

6. Confidentiality

6.1 Each party (Disclosing Party) may share information that is confidential or proprietary with the other party (Receiving Party) in connection with the Services (Confidential Information). Confidential Information includes the terms of any order form or subscription agreement, technical and business information, pricing, product roadmaps, Customer Content, and any information marked confidential or that a reasonable person would treat as confidential given the circumstances.

6.2 The Receiving Party will: (a) keep Confidential Information strictly confidential; (b) not disclose it to third parties without the Disclosing Party's prior written consent, except to employees, contractors, or advisors who need to know it and are bound by equivalent confidentiality obligations; and (c) use it only for the purposes of these Terms.

6.3 These obligations do not apply to information that: (a) is or becomes publicly available without breach of these Terms; (b) the Receiving Party already knew before disclosure; (c) is independently developed by the Receiving Party without reference to the Confidential Information; or (d) is disclosed pursuant to a legal requirement, provided the Receiving Party gives prompt written notice to the Disclosing Party where permitted by law and cooperates with any effort to seek a protective order.

6.4 Confidentiality obligations survive termination of these Terms for a period of three years, except that obligations with respect to trade secrets continue for as long as the information qualifies as a trade secret under applicable law.

7. Fees, billing, and taxes

7.1 Fees, billing frequency, usage limits, and any included support level will be set out in your plan, order form, invoice, or written agreement.

7.2 Subscriptions renew automatically for successive billing periods unless you cancel before the next renewal date or we agree otherwise in writing. We will send a reminder notice before any renewal at a higher price.

7.3 We will provide at least 30 days' written notice before increasing fees applicable to your subscription. If you do not wish to continue at the new price, you may cancel before the renewal date and your cancellation will take effect at the end of the then-current billing period.

7.4 You authorise us or our payment processor to charge your selected payment method for all amounts due. If a charge fails, we will notify you and may retry the payment.

7.5 If payment is overdue, we will notify you and allow a reasonable period (typically 14 days) to resolve the outstanding amount before we suspend or limit access. We may terminate the account if payment remains outstanding after a further reasonable period of notice.

7.6 Fees are non-refundable except where required by applicable law or where we expressly agree otherwise in writing.

7.7 You are responsible for any applicable taxes, duties, or government charges, other than taxes based on our net income. Where we are required by law to collect GST, VAT, or similar taxes, these will be added to your invoice.

7.8 If you believe a charge is incorrect, contact us within 60 days of the invoice date. We will work with you in good faith to investigate and resolve disputed charges.

8. Service levels and support

8.1 We will use commercially reasonable efforts to provide the Services with reasonable care and skill.

8.2 We do not guarantee uninterrupted, error-free, or always-available operation. Scheduled maintenance, emergency maintenance, internet outages, third-party service failures, and force majeure events may affect availability.

8.3 Any specific service levels, response times, backup obligations, or support commitments will only apply if we have agreed to them in a written service level agreement or order form, and will be set out at the relevant plan or agreement page.

9. Third-party services

9.1 The Services may depend on or integrate with third-party services, such as cloud hosting providers, identity providers, email services, payment processors, analytics tools, or object storage providers.

9.2 We are not responsible for the acts, omissions, outages, or policies of third-party services, except to the extent required by applicable law.

9.3 Your use of third-party services may be subject to separate terms and privacy policies.

10. Intellectual property

10.1 We retain all rights, title, and interest in and to the Services, including our software, documentation, branding, designs, trademarks, and derivative works, except for Customer Content.

10.2 Chimedeck incorporates open-source software components. The applicable open-source licences are listed in the project repository at https://github.com/Chimedeck/chimedeck. Nothing in these Terms limits rights available to you under those open-source licences.

10.3 Nothing in these Terms transfers ownership of our intellectual property to you.

10.4 You may not copy, modify, distribute, or create derivative works from our proprietary materials except as expressly permitted by applicable law or written agreement.

11. Feedback

11.1 If you provide us with suggestions, ideas, enhancement requests, or other feedback about the Services (Feedback), you grant us a perpetual, irrevocable, royalty-free, worldwide licence to use, incorporate, and commercialise that Feedback in any manner without obligation or compensation to you. We are not required to treat Feedback as confidential.

12. Suspension and termination

12.1 You may stop using the Services at any time. If you cancel a subscription, access continues until the end of the then-current billing period unless we agree otherwise.

12.2 If you materially breach these Terms, we will give you written notice describing the breach. If the breach is capable of remedy and is not remedied within 30 days of notice, we may terminate or suspend your access. We may terminate or suspend immediately, without a cure period, where: (a) you use the Services unlawfully or in a way that causes a security incident or risk to other customers; (b) you fail to pay fees after the notice period in clause 7.5; or (c) we are required to do so by applicable law.

12.3 On termination, your right to access the Services ends, but clauses that by their nature should continue will survive, including payment obligations, confidentiality, intellectual property, feedback, disclaimers, liability limits, indemnity, and dispute provisions.

12.4 Following termination or expiry, we will make Customer Content available for export for a period of 30 days, where reasonably practicable. After that period, we will delete Customer Content in accordance with our Privacy Policy.

13. Warranties and disclaimers

13.1 To the maximum extent permitted by applicable law, the Services are provided on an "as is" and "as available" basis.

13.2 We disclaim all warranties not expressly stated in these Terms, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

13.3 We do not warrant that the Services will meet all of your requirements or that Customer Content will never be lost, corrupted, or unavailable.

13.4 Nothing in these Terms excludes any guarantee, condition, or warranty implied by applicable law that cannot be lawfully excluded, including rights that cannot be excluded under the Australian Consumer Law.

14. Liability

14.1 To the maximum extent permitted by applicable law, neither party is liable to the other for indirect, incidental, special, consequential, or punitive loss, including loss of profits, revenue, goodwill, data, or business opportunity, whether arising in contract, tort, statute, or otherwise, even if advised of the possibility of such loss.

14.2 To the maximum extent permitted by applicable law, our aggregate liability arising out of or in connection with the Services or these Terms is limited to the fees paid by you to us for the Services in the 12 months immediately preceding the event giving rise to the claim.

14.3 The limitations in clauses 14.1 and 14.2 do not apply to: (a) liability for fraud or wilful misconduct; (b) liability for death or personal injury caused by negligence; (c) a party's obligations under Section 6 (Confidentiality); (d) a party's indemnity obligations under Section 15; or (e) any liability that cannot be limited or excluded under applicable law.

15. Indemnity

15.1 You will defend, indemnify, and hold us harmless against any third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) your misuse of the Services; or (c) your Customer Content, except to the extent caused by our own breach or unlawful conduct.

15.2 We will defend, indemnify, and hold you harmless against any third-party claims that the Services, as provided by us and used by you in accordance with these Terms, infringe a third party's intellectual property rights. This obligation does not apply where the claim arises from: (a) your modification of the Services; (b) your combination of the Services with products or data not provided by us; (c) your use of the Services other than as permitted under these Terms; or (d) open-source components separately licensed.

15.3 The indemnifying party's obligations under this section are conditioned on the indemnified party: (a) giving prompt written notice of the claim; (b) granting the indemnifying party sole control of the defence and settlement (provided no settlement imposes liability on the indemnified party without its consent); and (c) providing reasonable cooperation.

16. Force majeure

16.1 Neither party is liable for delay or failure to perform obligations under these Terms to the extent caused by circumstances beyond that party's reasonable control, including natural disasters, acts of government, pandemics, power or internet outages, industrial disputes not involving that party's own employees, or failures of third-party infrastructure providers (Force Majeure Event).

16.2 The affected party will give prompt notice of the Force Majeure Event and use reasonable efforts to mitigate its effects.

16.3 If a Force Majeure Event affecting our ability to deliver the Services continues for more than 30 consecutive days, either party may terminate the affected subscription on written notice, and we will provide a pro-rata refund of any prepaid fees for the period after termination.

17. Changes to these Terms

17.1 We may update these Terms from time to time. If changes are material, we will provide at least 30 days' written notice (by email or in-product notification) before the updated Terms take effect, unless a change is required sooner for legal, security, or regulatory reasons.

17.2 Continued use of the Services after the effective date of updated Terms constitutes acceptance of those updated Terms. If you do not agree to material changes, you may cancel your subscription before the effective date.

18. Governing law and disputes

18.1 These Terms are governed by the laws of New South Wales, Australia.

18.2 Before commencing formal proceedings, the parties agree to attempt to resolve any dispute in good faith through written notice and at least 20 days of good-faith negotiation.

18.3 If the dispute is not resolved through negotiation, either party may refer it to mediation administered by a mutually agreed mediator before commencing litigation.

18.4 Subject to clauses 18.2 and 18.3, the parties submit to the exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia sitting in New South Wales.

19. Contact

For questions about these Terms or the Services:

Email: developer@journeyh.io
Mail: Journey Horizon Pty Ltd, Unit G10, 48 Gungahlin Place, Gungahlin ACT 2912, Australia

Terms of Service for Chimedeck Hosting Services

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