This End-User Licence Agreement is a legal agreement between you (you or the Licensee) and GraniteStack Pty Ltd ACN 666 280 655 of 1/100 Queensberry St, Carlton, VIC 3053, Australia (we/us or the Licensor). Please read this agreement carefully because it governs your use of the Software and Support and Maintenance for the Software. If you are agreeing to this agreement not as an individual but on behalf of a company, government or other entity for which you are acting, then you means the entity and you are binding the entity to this agreement. We may modify this agreement from time to time, subject to clause 21.
By clicking “I agree” (or similar button or checkbox) or by ordering, downloading, installing, accessing or using the Software, you indicate that you agree to be bound by this agreement. If you do not agree to this agreement, do not use or access the Software. This agreement does not grant you any other rights other than those expressly contained herein.
1.1 The following definitions apply in this agreement unless the context requires otherwise:
1.2 The following rules of interpretation apply in this agreement unless the context requires otherwise:
2.1 You acknowledge and agree that the Software will be provided to you as a hosted service, rather than as a standalone product installed on your computer equipment and that accordingly:
2.2 Subject to the provisions of this agreement, with effect on and from the Commencement Date, we hereby grant to you a non-exclusive, non-transferable, non-sublicensable, licence to use the Software worldwide, as you see fit in your discretion in accordance with the terms of this agreement.
2.3 This agreement sets out our standard licence terms for the Software. The particular pricing and inclusions of your Licence are set out in your Plan Terms. If there is any inconsistency between the terms of this standard agreement and your Plan Terms, the Plan Terms will prevail to the extent of the inconsistency.
2.4 We operate on a usage basis, with pay-as-you-grow pricing. You acknowledge that you will be charged:
with the costs set out on our website at https://www.granitestack.com/pricing.
2.5 Fees will be calculated at the end of each calendar month using the maximum number of Tenants and Environments plus the total API Calls.
3.1 You must:
3.2 You must not:
You may use the Software to design, build, launch, and scale your own software solutions (Your Software) provided that:
5.1 You acknowledge that your use of the Software is subject to our Privacy Policy. We reserve the right to monitor, collect and store your communications with us (whether by email, facsimile or any other form of transmission) for the purposes of our business needs, including quality control and security.
5.2 In relation to any Personal Information that is included in any User Data, all parties must comply with the Privacy Act and any guidelines issued from time to time by the Commonwealth Privacy Commissioner.
5.3 In respect of any Personal Data contained within User Data, the parties acknowledge and agree that the Licensee is the Controller and the Licensor is the Processor. The parties’ respective rights and obligations regarding the Processing of Personal Data are set out in Schedule 2 (Data Processing Terms), which forms part of, and is incorporated into, this agreement.
The Licence and Support and Maintenance will commence on the Commencement Date and will continue in force without limit of period unless terminated or revoked in accordance with clause 9.
7.1 If we grant you a right to use No-Charge Software, you may only use it for the period limited by the Plan Terms or specified by us in writing or, if there is no such period identified, such use is limited to 30 days after it is made available to you (including the Commencement Date).
7.2 If you provide us with written notice of cancellation in accordance with the requirements of clause 9.3, your subscription will be terminated and any Fee paid during your Trial Period will be refunded.
7.3 If you do not validly terminate your trial prior to the end of the Trial Period in accordance with clause 9.3, you will be obliged to proceed with your subscription and may be required to pay Fees in accordance with clause 8.
7.4 You acknowledge and agree that:
7.5 We reserve the right to charge you for your access to the No-Charge Software (at the normal rate) if we determine in our reasonable discretion that you are abusing the terms of the offer.
8.1 You must pay the Fees to us in full and on time in the currency specified in the Plan Terms in accordance with this clause 8. Your use of, and access to, the Software is conditional upon your payment of the Fees.
8.2 In consideration for granting the Licence, you must pay the applicable Fees to us periodically in accordance with the Plan Terms. Unless specified otherwise in the Plan Terms, such Fees are payable in arrears commencing on the Commencement Date for the duration of your Licence. The amount of the Fees may depend upon your actual usage of the Software in each billing period, as set out in clause 2.4.
8.3 You agree that you are authorising recurring payments and you authorise us to charge you for the Software at the recurring intervals you have agreed to until the Licence is validly terminated by you or by us pursuant to clause 9.
8.4 We may suspend or cancel the Licence if we do not receive an on time, full payment from you. This will prevent you from accessing and using the Software.
8.5 You acknowledge and agree that we are not liable to you for any Losses arising out of or in connection with the suspension or cancelation of the Licence by us as a result of failure by you to pay the applicable Fees.
8.6 All payments must be made in full within 7 days after the date on which you receive a relevant tax invoice from us. Failure to pay in full by that due date is a fundamental breach of this agreement.
8.7 Payments to be made under this agreement must be made by automatic direct debit. We will deduct the amount due on your account at the due date of your direct debit from your nominated bank account or credit or debit card.
8.8 You must ensure that:
8.9 You must advise us if:
8.10 If a direct debit is scheduled to be made on a day other than a Business Day, that direct debit will be made on the next Business Day.
8.11 If a payment is dishonoured because there are insufficient funds in your nominated account, we:
8.12 Payment by credit or debit card or by direct debit from your bank account is additionally subject to the usage terms and policies of the relevant third-party payment processor.
8.13 We will provide you with an online billing statement through the Website, which you can view by signing into your account. If we make an error on your bill, you must tell us within 90-days after the error first appears on your bill. We will then promptly investigate the charge. If you do not tell us within that time, you release us from all liability and claims of loss resulting from the error and we won’t be required to correct the error or provide a refund, unless otherwise required by law. If we have identified a billing error, we will correct that error within 90-days. This policy does not affect any statutory rights that may apply.
8.14 If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, we reserve the right to collect any applicable return item, rejection or insufficient funds fee and process any such fee as an additional payment. If you initiate a chargeback or reversal with your bank for your payment of the Fees, we will deem you to have cancelled as of the date that the original payment was made and you authorise us to immediately terminate the Licence and revoke your access to the Software.
8.15 Except as expressly provided otherwise in this agreement and where required by the Consumer Law, all amounts paid on account of Fees are non-refundable.
8.16 The parties acknowledge and agree that – unless otherwise required by law, but subject to clause 8.15 – all amounts payable under this agreement are to be paid without set-off, counterclaim, withholding, deduction or claim to a lien whatsoever (whether or not any such set-off, counterclaim, withholding, deduction or lien arises under this agreement).
8.17 If a party is required by law to make a deduction or withholding in respect of any sum payable under this agreement, that party must, at the same time as the sum that is the subject of the deduction or withholding is payable, make a payment to the recipient of such additional amount as is required to ensure that the net amount received by the recipient will equal the full amount that would have been received by it had no such deduction or withholding been required to be made.
9.1 We may, with or without notice, suspend your access to all or part of the Software:
9.2 Suspension of access to all or part of the Software may impact your business and any Your Software, and prevent your Tenants from using Your Software. You agree that we are not liable for any Loss resulting out of the suspension of your access to the Software in accordance with clause 9.1.
9.3 Termination of your Trial Period for the purposes of clause 7.3 must be notified to us in writing on or before the second-last Business Day of your Trial Period. The Commencement Date is included within the Trial Period.
9.4 We may revoke the Licence or terminate this agreement at any time and for any reason at our absolute discretion by giving written notice of not less than 30 days to you.
9.5 You may terminate this agreement for any reason at your absolute discretion upon not less than 30 days of notice by sending a written notice to us by email or post at the following address:
To: GraniteStack Pty Ltd
Post: 1/100 Queensberry St, Carlton, VIC 3053, Australia
Email: support@granitestack.com
9.6 You will remain committed until your termination under clause 9.5 takes effect and liable for all Fees that are referrable to the period until such termination takes effect.
9.7 Notwithstanding clauses 9.4 and 9.5, each party may terminate this agreement with immediate effect by written notice to the other party if:
9.8 In no event shall termination of this agreement release you from the obligation to pay any amounts that became due and payable on or before the date of termination.
10.1 Following termination you will no longer have access to the Software, which may affect your business and any products used by you or your clients using any part of the Software. You agree that we are not liable for any Loss resulting out of the Termination of this agreement.
10.2 You acknowledge and agree that, following termination of this agreement in any circumstances, you will only have further access to your User Data or Your Software if you renew your licence within 6 months after the termination of this agreement. After this date, the User Data and Your Software may be deleted by us.
10.3 If this agreement is terminated or expires for any reason, then, in addition, and without prejudice, to any other rights or remedies:
10.4 Termination of this agreement will not affect any rights or liabilities that the parties have accrued under it prior to such termination.
10.5 Upon any termination or expiry of this agreement (unless terminated by the Licensor for the Licensee’s breach or insolvency under clause 9.7):
11.1 During the term of your Licence, we will:
11.2 Support and Maintenance is provided during the support hours, and through the support channels, set out in Schedule 1.
11.3 You must report any incident or fault to us through the support channels described in Schedule 1 and, where reasonably able to do so, indicate the Severity Level you consider applicable. We will confirm or reassign the Severity Level acting reasonably and in accordance with Schedule 1.
11.4 For the avoidance of doubt, this clause 11 and Schedule 1 do not apply to No-Charge Software.
11.5 Support and Maintenance does not extend to faults or performance issues caused by: (1) your breach of this agreement; (2) modifications to the Software not performed or authorised by us; (3) combination of the Software with hardware, software, or data not supplied or approved by us in writing; or (4) misuse of the Software by you, your Representatives, your Tenants, or any third party acting on your behalf.
11.6 Where a Production Environment is hosted on a Hosting Account that is not owned or controlled by the Licensor, the Licensee must grant and maintain Required Access to that Hosting Account for the duration of the Licence. The Licensor’s obligations under this clause 11, clause 12, and Schedule 1 in respect of that Production Environment are conditional upon the Licensee granting and maintaining Required Access. If Required Access is not granted, is revoked, or is restricted such that the Licensor cannot perform an action necessary to meet a Service Level, the corresponding Service Level (including any Uptime Percentage commitment, service credit, response or resolution target, or backup/DR commitment) does not apply for so long as Required Access is not available, and any resulting Downtime or delay is deemed to fall outside the Licensor’s control.
11.7 The Licensee must give the Licensor reasonable advance notice, and in any event no less than 2 Business Days’ notice where reasonably practicable, before making or permitting any change to a Hosting Account not owned or controlled by the Licensor that could affect, restrict, or revoke Required Access, including any rotation of credentials, change to IAM roles or policies, or change of account ownership. Where the Licensee fails to give such notice and that failure results in the Licensor being unable to meet a Service Level, clause 11.6 applies as if Required Access had not been granted.
12.1 We will use commercially reasonable efforts to meet an Uptime Percentage of at least 99.9% in any given calendar month in respect of the Licensee’s Production Environment. All availability calculations will be based on our system records.
12.2 As the Licensee’s sole and exclusive remedy for any failure to meet availability or support commitments, in the event there are two (2) or more consecutive calendar months during which the Uptime Percentage falls below 99.9%, the Licensee will be entitled to receive a credit equal to the pro-rated amount of fees applicable to the Downtime within those calendar months, provided that the Licensee requests such credit within twenty (20) days of the end of the relevant calendar month. That credit will be applied against the Licensee’s next invoices or charges.
12.3 For the avoidance of doubt, clauses 12.1 and 12.2 do not apply to any No-Charge Software.
12.4 We will provide reasonable advance notice of Scheduled Downtime in accordance with the notice periods set out in Schedule 1, save where maintenance is required on an emergency basis to protect the security or integrity of the Software, in which case we will provide as much notice as is reasonably practicable in the circumstances.
12.5 We will make available to you a monthly Uptime Percentage report, or access to a status page displaying real-time and historical availability, as further described in Schedule 1.
12.6 We will maintain data backup and disaster recovery arrangements for User Data in accordance with the recovery point objective (RPO) and recovery time objective (RTO) targets set out in Schedule 1.
12.7 Clauses 12.1, 12.2, 12.4, 12.5 and 12.6 apply only for so long as the Licensor has Required Access to the Hosting Account on which the relevant Production Environment is hosted, in accordance with clause 11.6.
You represent and warrant that:
14.1 To the maximum extent permitted by law, we expressly disclaim all representations, warranties and guarantees (whether implied, statutory or otherwise) in relation to the Software, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement.
14.2 The Software and Support and Maintenance are provided strictly on an ‘as is’ basis and, to the maximum extent permitted by law, we make no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Software and in particular we do not represent, warrant or guarantee that:
14.3 You may choose to use or procure other third-party products or services in connection with the Software, including third-party applications or implementation, customisation, training or other services. Your receipt or use of any third-party products or services is subject to a separate agreement between you and the third-party provider.
14.4 If you enable or use third-party products or services with the Software, you acknowledge that the third-party providers may access or use your data as required for the interoperation of their products and services with the Software. This may include transmitting, transferring, modifying or deleting your data or storing your data on systems belonging to third-party providers or other third parties. Any third-party provider’s use of your data is subject to the applicable agreement between you and such third-party provider. We are not responsible for any access to, or use of, your data by third-party providers or their products or services, or for the security or privacy practices of any third-party provider or its products or services. You are solely responsible for your decision to permit any third-party provider or third-party product or service to use your data.
14.5 We disclaim all liability and responsibility for any third-party products or services (whether support, availability, security or otherwise) or for the acts or omissions of any third-party providers or vendors.
14.6 To the maximum extent permitted by law, we exclude all liability to you or any other person for any Losses arising directly or indirectly out of, or in connection with, any use of, or reliance upon, the Software by you or any other person (provided that nothing in this clause 14.6 absolves us of our obligations as expressly set out in this agreement, subject always to the liability cap under clause 14.8).
14.7 You hereby irrevocably release us from, waive the right to bring, and covenant not to bring, any Claim that you have, or would otherwise have had, against us arising directly or indirectly out of, or in connection with, any use of, or reliance upon, the Software by you or any other person and acknowledge and agree that this waiver and release may be pleaded as a bar and complete defence to any such Claims (provided that nothing in this clause 14.7 absolves us of our obligations as expressly set out in this agreement, subject always to the liability cap under clause 14.8).
14.8 Our total aggregate liability for all Claims under or in respect of this agreement is limited to the aggregate amount of the Fees paid by you under this agreement for the 1 month prior to the bringing of a Claim or the termination of this agreement.
14.9 Without limiting or derogating from the liability cap under clause 14.8, to the maximum extent permitted by law, we expressly limit our liability for breach of any non-excludable condition or warranty implied by virtue of any legislation to the following remedies (the choice of which is to be at our sole discretion):
14.10 To the maximum extent permitted by law, and without limiting any other provision of this agreement, we exclude liability for any delay in performing any of our obligations under this agreement where such delay is caused by a Force Majeure Event, and we shall be entitled to a reasonable extension of time for the performance of such obligations.
You will indemnify and hold us harmless against all Losses that may be suffered or incurred by us arising directly or indirectly out of, or in connection with:
16.1 You acknowledge and agree that:
16.2 We acknowledge and agree that you own and retain all IP Rights in the User Data submitted, uploaded, transmitted, generated or otherwise made available to or through Your Software. Solely to the extent necessary to provide the Software to you, you grant us a worldwide, limited-term licence to access, use, process, copy, distribute, perform, export, and display your User Data.
16.3 The Trademarks are unregistered trademarks owned by us and/or our licensors or affiliates. You may not use any of the Trademarks without our prior written consent. You must comply with our reasonable usage guidelines and directions with respect to the Trademarks as notified to you from time to time.
16.4 We welcome your comments, feedback, suggestions, information and other communications regarding the Software and Support and Maintenance – however, please note that:
16.5 Notwithstanding clauses 16.1 and 16.4, the Licensor acknowledges that the Licensee owns and retains all IP Rights in its Licensee-Specific IP. For the avoidance of doubt:
17.1 You must promptly notify us of any actual or suspected infringement of, or attack or challenge to the ownership or registration of, any of our IP Rights in the Software that comes to your attention (each an IP Ownership Claim).
17.2 We will have absolute discretion to decide what action to take in respect of any IP Ownership Claim and sole conduct of any related legal proceedings (including any legal proceedings conducted in our name or in the joint names of you and us). Accordingly, you must:
and you must ensure that any and all of your assignees or sub-licensees do the same.
18.1 Subject to clauses 18.2, 18.3 and 18.5, the Recipient must:
18.2 The Recipient may disclose the Confidential Information of the Disclosing Party to the Recipient’s Representatives but only to the extent that they have an actual need to know the Confidential Information in order for the Recipient to properly perform its obligations and exercise its rights under this agreement and provided that the Recipient:
18.3 Subject to clause 18.4, the obligations in clause 18.1 do not apply to any Confidential Information which (as shown by appropriate documentation and other evidence in the Recipient’s possession):
18.4 The exceptions in clause 18.3 do not apply to any specific Confidential Information merely because it is included in more generally non-confidential information, nor to any specific combination of Confidential Information merely because individual elements, but not the combination, are included in non-confidential information.
18.5 At any time during the term of this agreement, either party may publicly disclose (including via a statement on its website or in a press release or other public announcement) the fact that you have a subscription to use the Software, and that fact alone, without needing any consent of the other party. For the avoidance of doubt, any further public statement regarding this agreement or the Software may not be made without the written pre-approval of the other party under clause 18.3(d) or pursuant to another exception in clause 18.3.
18.6 Promptly upon request by you at any time and for any reason, we will delete all or any part of your User Data and/or Your Software that is in our possession or control. You acknowledge that any User Data and/or Your Software (or part thereof) so deleted will be permanently erased and will thereafter not be recoverable or capable of being reproduced.
19.1 In this clause 19, terms used have the meanings given to them by the GST Law.
19.2 Unless expressly stated otherwise, any sum payable, or amount used in the calculation of a sum payable, under this agreement has been determined without regard to GST and must be increased on account of any GST payable under this clause 19.
19.3 If any GST is payable on any taxable supply made under this agreement to the recipient by any other party, the recipient must pay the GST to us on the earlier of:
19.4 The recipient must pay the GST in the same manner as making payment of any monetary consideration on which the GST is calculated. We must provide, as a precondition to payment by the recipient of the GST, a tax invoice or a document that the Commissioner will treat as a tax invoice.
19.5 The amount recoverable on account of GST under this clause 19 by us will include any fines, penalties, interest and other charges incurred as a consequence of any late payment or other default by the recipient under this clause 19.
19.6 If any party is required to pay, reimburse or indemnify another party for the whole or any part of any cost, expense, loss, liability or other amount that the other party has incurred or will incur in connection with this agreement, the amount must be reduced by the amount for which the other party (or Representative if this is not the other party) can claim an input tax credit, partial input tax credit or other similar offset.
19.7 The Fees under this agreement exclude any taxes or duties payable in respect of the Software in the jurisdiction where the payment is made. To the extent that any such taxes or duties are payable by us, you must pay to us the amount of such taxes or duties in addition to any amounts owed under this agreement. If you have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed, you may provide to us any such exemption information and we will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.
19.8 You will pay all Fees net of any applicable withholding taxes. We will work together to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If we qualify for a tax exemption, or a reduced treaty withholding rate, we will provide you with reasonable documentary proof. You will provide us with reasonable evidence that you have paid the relevant authority for the sum withheld or deducted.
20.1 Your Tenants can access Your Software, via our Hosted Server. You must not Dispose of your access to the Software, the Licence, the benefit of this agreement or any rights or obligations hereunder, whether in whole or in part, to any person without our prior written consent, which we may withhold or delay at our absolute discretion. We may provide any such consent subject to such conditions as we choose at our absolute discretion to impose.
20.2 You must ensure that any and all of your Tenants:
and you will be responsible for, and liable to us in respect of, the actions and/or omissions of any and all of your Tenants in relation to the Software as if they were your actions and/or omissions.
20.3 Notwithstanding clause 20.1, the Licensee may assign or transfer this agreement and its account(s) in their entirety to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets. The Licensee shall provide the Licensor with written notice of such transfer at the time of or prior to the transfer. The successor entity must agree in writing to be bound by the terms of this agreement.
We may modify the terms and conditions of this agreement from time to time, with notice given to you by email, through the Software or through our Website. Such modifications will become effective 7 days after the notice is given. Your continued use of the Software following notice of such modifications shall be deemed to be your acceptance of any such modifications to this agreement. If you do not agree to any such modifications, you must immediately stop using the Software and destroy all copies of the Software in your possession or control.
22.1 We will send you notices via email or regular mail. We may also display notices in the Software and/or the Website.
22.2 A notice is deemed to have been received:
except that, if such deemed receipt is not within business hours (meaning 9:00 am to 5:30 pm on a Business Day), the notice will be deemed to have been received at the next commencement of business hours in the place of deemed receipt.
22.3 To prove service, it is sufficient to prove that:
23.1 Each party must (at its own expense, unless otherwise provided in this agreement) promptly execute and deliver all such documents, and do all such things, as any other party may from time to time reasonably require for the purpose of giving full effect to the provisions of this agreement.
23.2 This agreement does not create any partnership, joint venture or agency relationship between the parties. No party has the authority to bind any other party.
23.3 If you are acquiring the Software on behalf of another person or entity, you represent and warrant that you have the authority to bind the party or entity for which you are acquiring the Software to the terms and conditions of this agreement.
23.4 This agreement contains the entire understanding between the parties in relation to its subject matter and supersedes any previous arrangement, understanding or agreement relating to its subject matter. There are no express or implied conditions, warranties, promises, representations or obligations, written or oral, in relation to this agreement other than those expressly stated in it or necessarily implied by statute.
23.5 If a provision of this agreement is invalid or unenforceable in a jurisdiction:
23.6 No failure, delay, relaxation or indulgence by a party in exercising any power or right conferred upon it under this agreement will operate as a waiver of that power or right. No single or partial exercise of any power or right precludes any other or future exercise of it, or the exercise of any other power or right under this agreement.
23.7 If any provision of this agreement is otherwise unenforceable by virtue of the operation of the Treasury Laws Amendment, upon the occurrence of an Insolvency Event in respect of a particular party, notwithstanding any other provision of this agreement, to the maximum extent permitted by law:
and, if any such material breach has occurred or occurs, the parties acknowledge and agree that such provision will instead be enforceable by virtue of the occurrence of that material breach.
23.8 This agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by, and shall be construed in accordance with, the laws of Victoria, Australia.
23.9 The parties irrevocably agree that the courts of Victoria, Australia have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, this agreement or its subject matter or formation (including non-contractual disputes or claims).
23.10 Should you have any questions concerning the Software, Support and Maintenance and/or this agreement, please contact us at support@granitestack.com.
1.1 The Licensee may configure multiple Environments (e.g., Production, Staging, Beta, Development) within the Software. Only one Environment per platform may be designated “Production” at any time, and that designation is fixed for the term of the Licence.
1.2 Sections 5 (Service Availability and Credits) and 8 (Backup and Disaster Recovery) of this Schedule 1 apply only to the Licensee’s Production Environment. If the Licensee has not designated any Environment as Production, those sections do not apply, and no service credit or backup/DR commitment arises under this Schedule 1.
1.3 Sections 2–4 (Support Severity Levels, Support Hours and Channels, and Escalation) apply to incidents in any Environment, save that only an incident affecting the Production Environment may be classified as Severity 1 (Critical).
1.4 References in this Schedule 1 to “the Software” mean the specific platform instance to which this agreement relates. Where the Licensee operates multiple platforms under separate agreements, Uptime Percentage, service credits, and backup/DR commitments are calculated separately for each platform’s Production Environment and are not aggregated across platforms.
1.5 Where the Production Environment is hosted on a Hosting Account not owned or controlled by the Licensor, the Service Levels in this Schedule 1 are conditional on the Licensee granting and maintaining Required Access in accordance with clause 11.6. The Licensor will notify the Licensee promptly if it becomes aware that Required Access is insufficient to meet a Service Level. The Licensee must notify the Licensor in accordance with clause 11.7 before making any change that could affect Required Access.
| Severity Level | Description | Target Response Time | Target Resolution or Workaround |
|---|---|---|---|
| Severity 1 (Critical) | Complete inability to use the Software in the Production Environment, with no available workaround, affecting a significant portion of the Production Environment. | Within 4 hours during Support Hours | Continuous effort until a workaround or resolution is provided; target 1 Business Day |
| Severity 2 (High) | A major function of the Software is significantly impaired, but a workaround exists or the issue does not constitute Downtime. | Within 1 Business Day | Target 3 Business Days |
| Severity 3 (Medium) | A non-critical function is impaired, or the issue has a minor impact on operations. | Within 2 Business Days | Target 5 Business Days |
| Severity 4 (Low) | Cosmetic issues, general queries, or feature requests. | Within 3 Business Days | Addressed at our discretion, including via a future release |
3.1 Support is available during Business Hours (9:00am–5:30pm, Melbourne, Australia time, Monday to Friday, excluding public holidays) via:
3.2 Severity 1 incidents reported outside Business Hours will be actioned on a reasonable endeavours basis and are not subject to the response times in section 2 until the next Business Day, unless we have separately agreed after-hours coverage with you in your Plan Terms.
4.1 If a Severity Level 1 or 2 incident is not responded to or resolved within the applicable target, you may escalate the matter by emailing escalations@granitestack.com marked “Escalation” for review by a senior member of our support team.
5.1 We will use commercially reasonable efforts to meet an Uptime Percentage of at least 99.9% in any calendar month, measured solely against the Production Environment.
5.2 If the Uptime Percentage falls below the level set out below in a calendar month, and you request a credit within 20 days of the end of that month, we will apply the corresponding service credit against your next invoice:
| Monthly Uptime Percentage | Service Credit |
|---|---|
| 99.0% – 99.89% | 5% of Fees for that month |
| 95.0% – 98.99% | 10% of Fees for that month |
| Below 95.0% | 15% of Fees for that month |
5.3 Service credits under this section 5 are your sole and exclusive remedy for any failure to meet the Uptime Percentage or the Service Levels in this Schedule 1, and total credits in any calendar month will not exceed 15% of the Fees payable for that month.
5.4 This section 5 does not apply to No-Charge Software.
6.1 We will provide at least 48 hours’ notice of Scheduled Downtime, except for emergency maintenance required to protect the security or integrity of the Software, for which we will provide as much notice as is reasonably practicable.
6.2 We will use reasonable efforts to limit Scheduled Downtime to no more than 4 hours per calendar month and to schedule it outside Business Hours where reasonably practicable.
7.1 We will make available to you, on request or via a status page, a monthly report of Uptime Percentage and any Downtime incidents for the preceding calendar month.
8.1 We will perform backups of User Data no less frequently than once every 24 hours.
8.2 Our target Recovery Point Objective (RPO) is 24 hours, being the maximum period of data loss in the event of a disaster requiring restoration from backup.
8.3 Our target Recovery Time Objective (RTO) is 24 hours, being the target maximum period to restore access to the Software following a disaster materially affecting the Hosted Servers.
8.4 The RPO and RTO targets in this section 8 are targets only and do not constitute a guarantee. This section 8 does not limit or replace the disclaimer of warranties in clause 14.
8.5 This section 8 applies only to the Production Environment. Any backup of a non-Production Environment (if performed at all) is on a reasonable-efforts basis only, without any RPO or RTO commitment.
8.6 Where the Production Environment is hosted on a Hosting Account not owned or controlled by the Licensor, the RPO and RTO targets in this section 8 apply only if the Licensor has Required Access sufficient to perform backups and restorations. Where such access is not available, backup and recovery of the Production Environment remain the Licensee’s own responsibility.
1.1 This Schedule 2 applies to the Processing of Personal Data by the Licensor on behalf of the Licensee in connection with the Software, and forms part of the agreement between the parties under clause 5.3.
1.2 The Licensee is the Controller and the Licensor is the Processor in respect of that Personal Data.
1.3 Details of the subject matter, duration, nature and purpose of Processing, and the categories of Personal Data and data subjects, are set out in the table at section 2 below.
1.4 For the avoidance of doubt, this Schedule 2 applies to Personal Data Processed in any Environment, including non-Production Environments such as Staging, Beta, or Development, and is not limited to the Production Environment.
| Subject matter of Processing | Provision of the Software as a hosted service, including storage, hosting and processing of User Data |
| Duration of Processing | For the term of the Licence, and thereafter as set out in clause 10.2 and section 7 of this Schedule 2 |
| Nature of Processing | Collection, storage, hosting, retrieval, transmission and deletion of Personal Data submitted by the Licensee or its Tenants via the Software |
| Purpose of Processing | Providing the Software and Support and Maintenance to the Licensee in accordance with this agreement |
| Categories of data subjects | The Licensee’s Authorised Users and the Licensee’s Tenants and their end users, to the extent Personal Data relating to them is submitted to or through the Software |
| Categories of Personal Data | Such Personal Data as the Licensee or its Tenants elect to submit to or through the Software, which may include names, contact details, and other information entered into Your Software |
The Licensor must:
3.1 Process Personal Data only on the documented instructions of the Licensee, including with regard to international transfers of Personal Data, unless required to do otherwise by applicable law, in which case the Licensor will, to the extent permitted by law, notify the Licensee of that legal requirement before Processing;
3.2 ensure that persons authorised to Process Personal Data are subject to appropriate confidentiality obligations, consistent with clause 18 (Confidentiality) of this agreement;
3.3 implement appropriate technical and organisational measures to protect Personal Data against a Personal Data Breach, consistent with the measures described in the Privacy Policy and Schedule 1 (Service Levels);
3.4 taking into account the nature of the Processing, provide reasonable assistance to the Licensee, at the Licensee’s cost, in responding to requests from data subjects seeking to exercise their rights under applicable Data Protection Law;
3.5 taking into account the nature of Processing and the information available to the Licensor, provide reasonable assistance to the Licensee in meeting its obligations under Data Protection Law in respect of Personal Data Breach notifications, data protection impact assessments and consultations with regulators, at the Licensee’s cost where such assistance requires materially more than routine support;
3.6 notify the Licensee without undue delay, and in any event within 72 hours of becoming aware, of any confirmed Personal Data Breach affecting the Licensee’s Personal Data, and provide such information about the breach as is reasonably available at the time, with further information to follow as it becomes available;
3.7 at the Licensee’s election, made by written request within 30 days of termination or expiry of this agreement, delete or return all Personal Data in accordance with clause 18.6 and clause 10.2, unless retention is required by applicable law; and
3.8 make available to the Licensee such information as is reasonably necessary to demonstrate compliance with this Schedule 2, and permit and contribute to audits, including inspections, conducted by the Licensee or an auditor mandated by the Licensee, no more than once per year on no less than 30 days’ written notice, subject to reasonable confidentiality restrictions and to the Licensor’s right to satisfy such audit requests by providing a summary of a current third-party security certification or audit report where one is available.
4.1 The Licensee provides a general authorisation for the Licensor to engage Sub-processors to Process Personal Data in connection with the Software, including the hosting and infrastructure providers described in the Privacy Policy.
4.2 The Licensor will maintain a current list of Sub-processors, available on request, and will provide the Licensee with notice of any intended addition or replacement of a Sub-processor with material access to Personal Data at least 14 days in advance, during which time the Licensee may object on reasonable data protection grounds. If the parties cannot resolve the objection, the Licensee may terminate the affected part of the Software in accordance with clause 9.5, without penalty for the notice period specified in that clause.
4.3 The Licensor will impose data protection obligations on each Sub-processor that are no less protective than those set out in this Schedule 2, and will remain liable to the Licensee for the performance of each Sub-processor’s obligations.
5.1 Where Personal Data of an individual located in the European Economic Area is transferred to a country that has not been recognised by the European Commission as providing an adequate level of data protection, the parties will rely on the Standard Contractual Clauses approved by the European Commission (or any successor mechanism recognised under Data Protection Law) as the transfer safeguard, incorporated by reference into this Schedule 2, unless another valid transfer mechanism applies.
6.1 This Schedule 2 governs the Processing of Personal Data as between the Licensor (as Processor) and the Licensee (as Controller). The Privacy Policy separately describes how the Licensor handles personal information collected directly from visitors to the Website and users of the Software in its own capacity. Where there is any inconsistency between this Schedule 2 and the Privacy Policy in respect of Processing carried out by the Licensor on the Licensee’s behalf, this Schedule 2 prevails.
7.1 This Schedule 2 survives termination or expiry of this agreement in accordance with clause 10.3.
