Innomesh Service Terms of Use
1. INTRODUCTION & ACCEPTANCE
These Terms of Service (“Terms”) govern the relationship between Innomate Pty Ltd (“Innomate”), and any individual or entity (“Customer”) that purchases, accesses, or otherwise uses the Innomesh software-as-a-service and its associated products and services (the “Service”) offered by Innomate. These Terms are binding upon the Customer, regardless of whether the Customer is a purchaser or user of the Service.
These Terms shall become effective on the earlier of (a) the date the Customer clicks a button or takes an action indicating acceptance of these Terms, (b) the date the Customer submits a Purchase Order or other ordering document that incorporates these Terms, (c) the date the Customer first uses the Service, or (d) the Service commencement date agreed upon by both Innomate and the Customer, as part of the Subscription package offered by Innomate and accepted by the Customer (the “Effective Date”).
These Terms operate concurrently with Innomate’s General Terms and Conditions, which apply to the sale of products by Innomate to the Customer, except where expressly overridden by these Terms or mandatory legislation. The Customer is also subject to Innomate’s Privacy Policy. In the event of a conflict between these Terms and other documents, these Terms will prevail unless otherwise agreed.
For compliance purposes, Innomate requires that the Customer agree to these Terms prior to use of the Service. Continued use of the Servie also constitutes the Customer’s acceptance of these Terms.
Innomate may update these Terms from time to time, and the Customer is responsible for regularly reviewing them to ensure they are aware of any changes.
These Terms of Service were last updated on 18th March 2025.
2. DEFINITIONS
“Customer” refers to any individual or entity that purchases, accesses, or uses the Service provided by Innomate, including its End Users.
“Documentation” refers to the user guides, manuals, and other materials made available by Innomate to assist the Customer’s use of the Service, as updated from time to time.
“End User” refers to any individual authorised by the Customer to access and use the Service under the Customer’s account, including the Customer’s employees, contractors, agents, or affiliates.
“Purchase Order” refers to a legally binding order document entered into between the Customer and Innomate (or its affiliates), specifying the Service to be provided under these Terms.
“Professional Services” refers to services provided by Innomate or its subcontractors that are additional to standard support, including but not limited to implementation, deployment, and customisation services.
“Service” refers to the Innomesh software-as-a-service platform, and any support, training, and additional complementary services provided by Innomate.
"Backing Service" refers to any external system, service, or infrastructure utilised by the Service to host, support, or enhance the core functionality of the Service, which is not directly controlled or managed by Innomate. These services may include, but are not limited to, databases, authentication mechanisms, notification services, security services, file storage, and monitoring systems.
“Subscription” refers to the Customer’s access to the Service for the duration of the applicable Subscription Term, pursuant to these Terms.
“Room Subscription” refers to the subscription to the Service applicable to a single room and its associated technology devices and endpoints.
“Subscription Term” refers to the term identified in the applicable Purchase Order or other ordering document, including any renewal term, during which the Customer and its End Users are permitted to use the Service.
"Data" refers to any proprietary content, information, or material, including but not limited to software, configuration settings, design schematics, intellectual property, or other data, whether provided by Innomate or accessed through the Service. This also includes any content or information updated or modified by the Service, including any metadata associated with it.
"Customer Data" refers to any data, files, materials, or information uploaded, submitted, or otherwise provided by the Customer to the Service, including but not limited to photos, design schematics, configuration files, firmware packages, and related content.
"Loss of Data" refers to the unintentional deletion, destruction, corruption, or unavailability of Customer Data, whether caused by technical issues, system failures, human error, or other unforeseen events, which results in the inability to access, retrieve, or use such data as intended by the Customer.
3. SERVICE OVERVIEW3.1. PROVISION & AVAILABILITY OF THE SERVICE
Innomate will make the Service acquired via a Purchase Order or other ordering document available to the Customer and its End Users for the Subscription Term, subject to these Terms. Innomate reserves the right to update, modify, or enhance the Service, including its content, functionality, and user interface, at its sole discretion. The Customer acknowledges that the Service may be subject to certain versions or feature availability restrictions, and agrees that its acquisition of the Service under these Terms is not contingent on the delivery of future features or functionality.
3.2. BACKING SERVICES
Innomate may, at its sole discretion, switch to alternative backing services or platforms as necessary. In the event of such a transition, Innomate will implement reasonable measures to minimise disruption to the Customer’s use of the Service.
While Innomate selects backing services based on their availability and reliability, these services may, on rare occasions, experience outages, disruptions, or delays. In such instances, Innomate will make every effort to mitigate their impact, including collaborating with the Customer, as necessary, to implement a workaround. However, Innomate will not be liable for any damages arising from these events.
Innomate will notify the Customer of any major changes to the underlying services that may impact the functionality or availability of the Service, and, where possible, will provide reasonable advance notice of such changes. Should any backing service or platform transition result in significant functional or operational changes to the Service, Innomate will work with the Customer to manage and mitigate any resulting impact on Service usage.
4. USAGE
4.1. SERVICE ACCESS & USAGE
Subject to the Customer’s compliance with these Terms and any applicable Purchase Order, Innomate grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for its internal business purposes during the Subscription Term.
4.2. FAIR USAGE & RESTRICTIONS
A Fair Usage Policy governs the use of the Service provided by Innomate, ensuring equitable access for all eligible customers and preventing unreasonable or excessive usage that may affect the performance and availability of the Service.
The Service allows Customers to connect unlimited technology devices and endpoints under a single "space" or "room," all covered by one Room Subscription. However, this offer is contingent on all devices and endpoints being physically located within the same "space" or "room." If Innomate detects an unusually high number of devices or endpoints assigned to a single Room Subscription, or identifies excessive usage of the Service infrastructure within a particular “space” or “room”, the Fair Usage Policy will be enforced. This includes, but is not limited to, compute CPU and memory usage, data storage and retention, and data bandwidth usage.
The Service is intended for use by individuals and optimised for human users. Automated access, including but not limited to the use of scripts, bots, crawlers, or other machine-driven processes, is prohibited unless explicitly authorised. Such authorisation may be granted if machine users are specifically included in the Purchase Order or another official ordering document for the Service, or if a separate agreement has been made between the Customer and Innomate regarding the inclusion of machine users. By using the Service, the Customer agrees to interact with the platform in a manner intended for human users, except where machine access has been expressly authorised.
Innomate reserves the right, at its sole discretion, to determine what constitutes Fair Usage. If the Customer’s usage is deemed unreasonable, Innomate will notify the Customer and provide an opportunity to discuss potential adjustments to the Customer’s Subscription, including alternative options or modifications to better suit the Customer’s needs.
4.3. PROHIBITED USES & CUSTOMER RESPONSIBILITIES
The Customer is expressly prohibited from using the Service for any purpose that is unlawful under applicable law, including both Australian law and the laws of the Customer’s jurisdiction. This prohibition includes, but is not limited to, any usage that violates the terms of any contracts between the Customer and Innomate, privacy obligations, non-disclosure agreements, or intellectual property rights, including copyrights.
Prohibited uses of the Service include, but are not limited to:
- Uploading Illegal Content: Uploading or distributing any content that is illegal, including but not limited to, pirated software, abusive or offensive material, or content that violates copyright or privacy agreements.
- Fraudulent Activities: Using the Service for fraudulent purposes or in a fraudulent manner, including but not limited to, impersonating another user or entity.
- Malicious Intent: Using the Service with the intent to cause harm, including but not limited to, distributing malware or viruses, engaging in phishing or social engineering, committing acts of sabotage, or attempting to gain unauthorised access to systems or data.
- Violating Intellectual Property and Non-Compete Obligations: Using the Service in a manner that breaches the Customer’s obligations with respect to intellectual property or non-compete agreements. These include renting, sublicensing, re-selling, assigning, distributing or similarly exploiting the Service, except in cases where these have been expressly authorised by Innomate.
- Facilitating Illegal Activities: Using the Service to facilitate or promote illegal activities of any kind.
4.4. CUSTOMER DATA
The Service may provide facilities for the upload of Customer data, including but not limited to photos, design schematics, configuration files, firmware packages, and other related materials ("Customer Data"). The Customer acknowledges and agrees that it is solely responsible for ensuring that any Customer Data uploaded to the Service does not infringe any copyright, violate privacy agreements, or breach any other legal agreements or obligations. Under no circumstances shall Innomate be held liable for any Customer Data uploaded by the Customer or for any unintended leakage, loss, or unauthorised access to such data. The Customer shall indemnify and hold Innomate harmless from any and all claims, damages, or liabilities arising from the Customer's upload or use of Customer Data in breach of any applicable laws, regulations, or third-party rights.
4.5. INTELLECTUAL PROPERTY RIGHTS
The Customer’s access to and use of the Service does not grant, transfer, or license any intellectual property rights from Innomate to the Customer, except where expressly stated in these Terms.
The Customer shall comply with all applicable intellectual property rights pertaining to the Service, and the data and information related to the Service (“Data”), including any proprietary content or information updated from or accessed through the Service.
The Customer shall not use, copy, reproduce, modify, publish, distribute, license, sell, or otherwise exploit any Data related to the Service, except where such Data is owned by the Customer.
Reverse engineering, decompiling, disassembling, or attempting to derive the source code, operational flow, data structures, object structures, software libraries and Backing Services of the Service is strictly prohibited.
Innomate retains full ownership of the Service, and neither the Customer nor any third party may alter, transmit, sell, reproduce, or create derivative works from the Service, unless expressly authorised in these Terms.
4.6. NON-COMPETE
The Customer agrees not to engage in any activities that directly or indirectly compete with the Service provided by Innomate. This includes, but is not limited to, accessing the Service and associated documentation for the development of competing products or services, or disclosing, providing access to, or otherwise sharing the Service with competing third parties.
5. FEES, BILLING & SUBSCRIPTION TERMS
The Customer agrees to pay Innomate the applicable subscription fee (the "Subscription Fee") for each Subscription. The Customer acknowledges and agrees that access to and the right to use the Service provided under the Subscription is strictly limited to the portion of the Service, and the subscription time period, for which the Subscription Fee has been paid. Upon expiration of the Subscription, the Customer’s right to access and use the portions of the Service covered by the Subscription will terminate. These portions of the Service will also no longer be available or operational.
Subscription quotes are based on Innomate’s prevailing Subscription pricing at the time of quotation. At renewal, the Subscription Fee may be adjusted in accordance with any changes in Innomate’s Subscription pricing or pricing structures. Additionally, adjustments may be made due to increases in costs, taxes, or other charges resulting from statutory requirements, regulations, or orders issued by governmental authorities or other duly constituted bodies. Notwithstanding any provision to the contrary, any renewal of a Subscription in which the Subscription volume or tier has decreased from the previous Subscription shall result in re-pricing at renewal, without regard to the pricing of the previous Subscription Term.
5.2. TERMINATION
Innomate reserves the right to terminate the Subscription with thirty (30) days' written notice if the Customer is in material breach of these Terms of Service and fails to cure the breach within the notice period. The exceptions to this are (a) in the event of a breach to the Usage Terms (Section 4); or (b) if the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within sixty (60) days. In the latter 2 cases, termination will take effect upon receipt of the written notice.
Termination of the Subscription may also occur automatically if the Customer elects not to renew the Subscription at the end of the Subscription Term.
Upon termination, the Customer agrees to cease all use of the Service and any associated intellectual property.
6. LIMITATION OF LIABILITY & EXCLUSIONS
6.1. GENERAL
While Innomate is committed to remediating malfunctions in the Service and cases of incorrect data within the Service, Innomate shall not in any event have any liability towards the Customer or any third party related to the functionality or use of the Service.
Innomate shall not, under any circumstances, be liable for any lost profits or savings, loss of reputation or goodwill, claims of third parties, or any indirect, incidental, punitive, special or consequential damages, whether based on these Terms of Service, another contract, applicable law or otherwise, or for any other indirect or consequential losses, expenses or damages incurred by the Customer or any third party related to the functionality or use of the Service.
6.2. LOSS OF DATA
Innomate commits to taking all necessary measures to prevent the unintentional deletion, destruction, damage, or loss of any Customer Data (“Loss of Data”), including the implementation of automated data backups and data loss prevention mechanisms as part of the Service. Innomate also commits to assisting with the recovery of lost data, subject to the availability of backups.
Notwithstanding the foregoing, Innomate shall not be liable to the Customer or any third party for any costs, direct losses, or consequential damages arising from or related to the Loss of Data, regardless of whether such Loss of Data is attributable to the conduct of Innomate, its employees or agents, or technical issues or defects with the Service. However, Innomate's liability for Loss of Data shall not be excluded where such loss is caused by Innomate's gross negligence, willful misconduct, or failure to comply with its obligations under these Terms.
6.3. FORCE MAJEURE
Neither Innomate or the Customer shall be liable for any failure to perform its obligations if such failure is caused by events or conditions beyond that party’s reasonable control, including but not limited to, war, strikes, fires, floods, acts of God, or governmental restrictions.
In the event of a Force Majeure event, the affected party shall notify the other party within 5 days of the occurrence. Both parties will use reasonable efforts to mitigate the effects of such an event.
7. SERVICE AND PROFESSIONAL SERVICES WARRANTY
7.1. SERVICE WARRANTIES
Innomate warrants during the applicable Subscription Term that: (a) the Service will materially conform to the applicable Documentation; and (b) Innomate will not materially decrease the functionality of the Service. For any breach of the foregoing warranties, as Innomate’s sole liability and Customer’s exclusive remedy, Innomate will correct the non-conforming Service.
7.2. PROFESSIONAL SERVICES WARRANTIES
Innomate warrants that the Professional Services will be performed in a professional and workmanlike manner using resources with the requisite skills, experience, and knowledge. For any breach of this warranty, as Innomate’s sole liability and Customer’s exclusive remedy, Innomate will, at its option (a) re-perform the applicable Professional Services that fail to meet this warranty, or (b) refund to Customer the fees paid for the non-conforming Professional Services.
7.3. MALICIOUS CODE
Innomate warrants that the Service is free from, and Innomate will not introduce, software viruses, worms, logic bombs, Trojan horses or other code, files, or scripts intended to do harm (“Malicious Code”).
7.4. BY CUSTOMER
The Customer represents and warrants that it is entitled to transfer the Customer Data to Innomate so that Innomate and its authorised Backing Services may lawfully use, process, and transfer the Customer Data in accordance with these Terms of Service on the Customer’s behalf.
7.5. WARRANTIES AND DISCLAIMER
Except as expressly provided in these Terms, Innomate does not warrant that the Service will be uninterrupted, error-free, or free from defects, or that it will correct all defects or prevent disruptions or unauthorised access by third parties. The warranties set forth in these Terms are exclusive and supersede all other warranties, whether express or implied, including without limitation, warranties of satisfactory quality, merchantability, non-infringement, and fitness for a particular purpose. Innomate's warranties shall not apply in the event of misuse, modifications, damage not caused by Innomate, or failure to follow instructions or recommendations provided by Innomate. Each party disclaims all liability for any harm, loss, or damages caused by third parties, including, but not limited to, third-party services such as Backing Services.
Innomate makes available beta, trial, proof of concept, and "sandbox" versions of the Service on an "as-is" basis, without any warranties or representations of any kind.
8. GOVERNING LAW AND DISPUTE RESOLUTION
Both Innomate and the Customer agree to (i) the application of the laws of Australia, without regard to conflict of law principles and (ii) the exclusive jurisdiction of the district, state and federal courts of Australia. The United Nations Convention on Contracts for the International Sale of Goods does not apply to transactions under these Terms of Service.
9. INDEMNIFICATION
The Customer agrees to indemnify and hold harmless Innomate, its directors, officers, employees, and agents from and against any claims, damages, losses, or expenses arising from the Customer’s use of the Service or any breach of these Terms. Innomate agrees to indemnify and hold harmless the Customer from claims arising from Innomate’s breach of these Terms.
Innomate has no responsibility for claims based on non-Innomate products and services, items not provided by Innnomate, or any violation of law or third party rights caused by Customer Data or other Customer materials uploaded to the Service.
10. CONFIDENTIALITY OBLIGATIONS
The Customer agrees to maintain the confidentiality of all proprietary and confidential information disclosed by Innomate, in the course of accessing and using the Service. This includes, but is not limited to, any documentation, data, and trade secrets. The Customer agrees to return or destroy all confidential information upon termination of its Subscription to the Service.
The Customer's confidentiality obligations shall survive the termination of the Subscription and remain in effect indefinitely with respect to any proprietary or confidential information disclosed during the Customer's access to or use of the Service.
11. MODIFICATIONS TO TERMS
Innomate may revise these Terms of Service from time to time by posting the modified version on Innomesh Room Manager and Portal. If, in Innomate’s sole discretion, the modifications proposed are material, Innomate will provide the Customer with notice at least thirty (30) days prior to the effective date of the modifications being made. By continuing to access or use the Service after the posted effective date of modifications to these Terms of Service, the Customer agrees to be bound by the revised version of the Terms of Service.
12. REPORTING SECURITY OBLIGATIONS
The Customer agrees to report any security breaches to Innomate without delay, and no later than 24 hours of discovery of the breach. The Customer also agrees to take reasonable measures to ensure that its use of the Service complies with industry-standard security practices or any relevant regulatory security requirements applicable to their use of the Service. Failure to report breaches promptly, or any complicit actions in attempted breaches of the Service, may lead to immediate termination of access to the Service.
Security breaches can be reported to security@innomate.com.au. Innomate commits to handling all reports with confidentiality, and no claims will be made against any Customer who has reported a breach.
13. QUESTIONS
Any questions about these Terms can be directed to the email terms@innomate.com.au, or to Innomate’s Service Desk on 1300 466 668.