The Place Terms of Service

These terms and conditions (Terms) apply to the subscription to The Place Service. A Customer accepts these Terms, by: (1) executing an Order that references these Terms, or (2) using The Place Service in a live environment. Capitalised words and expressions used in this Agreement are defined in the dictionary in Schedule 1.

1. The Place Service

1.1. The Place Service is a service made available to Authorised Users for the purpose of streamlining their email, calendar, messaging and other workflow matters (Licensed Purpose).

1.2. The Place offers different subscription plans for The Place Service (Subscription Plans). The subscription tiers for the Subscription Plans are as follows:

  • (a) Basic: This is the base free tier of the Services (Basic Plan); and
  • (b) Paid: This is a tier of the Services that provides certain enhanced features (Paid Premium Plan or Paid Team Plan).

1.3. Paid Plans come with the Support and Maintenance Services.

1.4. Subject to the terms of the relevant Order and this Agreement, The Place shall provide to Customer, exercisable through their Authorised Users, a subscription to receive a non-exclusive and non-transferable right to access and use The Place Service to streamline email, calendar, team messages and other workflow necessities (Licensed Purpose) and related Documentation strictly for the Permitted Use (Services).

1.5. Customer shall be responsible and liable for the acts and omissions of its Authorised Users and other persons it permits to access The Place Service, including for any loss of data or functionality caused by those persons.

1.6. Customer's use of any third-party applications, services or products for use in connection with the Services (Third-Party Products) and any exchange or other transfer of any information between Customer and any third-party provider (Third-Party Data Transfer) is solely between Customer and the applicable third-party provider. The Place makes no warranties of any kind and assumes no liability whatsoever for Customer's or Authorised Users' use of such Third-Party Products or for acts or omissions in connection with any such Third-Party Data Transfer.

1.7. The Place Services under the Basic Plan are provided to Customer without charge subject to certain usage limits determined reasonably by The Place. Usage over these limits requires Customer's purchase of a Paid Plan. Customer agrees that The Place, in its sole discretion and for any or no reason, may modify or terminate Customer's right to access the Basic Plan. Customer agrees that any termination of Customer's access to the Basic Plan may be without prior notice, and Customer agrees that Deputy or any of their Affiliates will not be liable to Customer or any third party for such termination.

2. Limitations

2.1. Customer agrees not to do any of the following, or allow any other person or entity (including any of their Affiliates or Authorised Users) to do the same:

  • (a) fail to comply with or seek to work around any technical limitations, rules or guidelines in The Place Service;
  • (b) modify, copy or create derivative works, republish, reverse engineer, decompile, or otherwise reduce to a readable form any technology contained within The Place Service;
  • (c) make The Place Service available to any person or entity other than Authorised Users;
  • (d) make The Place Service available to any person that is under 18 years of age;
  • (e) make any verbal or written representations or warranties relating in or to The Place Service;
  • (f) use The Place Service in any manner or for any purpose not specifically permitted by this Agreement;
  • (g) remove, modify or obscure the terms and conditions, documentation, or any proprietary notice included with The Place Service;
  • (h) store or communicate defamatory, infringing, fraudulent, malicious or otherwise unlawful content;
  • (i) conduct load testing, penetration tests, port scans, vulnerability assessments or other similar performance or security testing;
  • (j) use the Services: (i) to try to gain unauthorised access to or disrupt the performance of the Services or any other service, device, data, account or network; (ii) to spam or distribute any virus, infection, worm or similar harmful software code; or (iii) in a way that could harm or otherwise impair the Services, or anyone else's use of it;
  • (k) allow multiple users to access any Services feature that is made available on a per user basis;
  • and (l) access the Services in order to build a product or service that The Place reasonably considers to be competitive with The Place Service.

2.2. Without limiting any of The Place's other rights under this Agreement, violation of the terms in this clause 2 by an Authorised User may result in suspension of that Authorised User's use of the Services to the extent reasonably necessary to address said violation.

3. Service Orders

3.1. The Place shall provide the Services to Customer as described in the Order, read subject to these Terms.

3.2. In the event of any inconsistencies between these Terms and an Order, these Terms shall take precedence (other than where an exception is expressly set forth in the Order).

4. Commercial Terms

4.1. Customers of Paid Plans shall pay The Place the Fees in accordance with this clause 4.

4.2. The Fees are payable monthly in advance.

4.3. Subject to the terms of the relevant Order, Customer will provide The Place with valid and up-to-date payment facility information to facilitate payment for the Services, or such other documentation acceptable to The Place to facilitate invoicing and payment in accordance with the Order. If Customer provides credit card information to The Place, Customer authorises The Place to charge such credit card for all Services listed in the Order for the Term. If the Order specifies that payment will be by a method other than a credit card, The Place will invoice in accordance with the relevant Order. Unless otherwise stated in the Order, invoiced fees are due net thirty (30) days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to The Place and notifying The Place of any changes to such information.

4.4. The Place may change the Fee at any time by giving at least 30 days' notice to Customer.

4.5. The Place may, at its sole discretion, issue refunds to Customer in the event that Customer does not use the Services during the Term.

4.6. Customer shall be responsible for payment of all sales and use taxes goods and services taxes, or similar charges relating to Customer's purchase and use of the Services.

5. IPR and Data

5.1. Customer acknowledges and agrees that, as between the parties, all right, title and interest in and to The Place IP will remain the property of The Place and nothing in these Terms constitutes an assignment of any The Place IP to Customer, Authorised Users or any other person or entity.

5.2. To the extent that Customer or any other person or entity is able to assert any right to ownership of IPRs in The Place IP, Customer agrees to irrevocably assign to The Place all such IPRs.

5.3. Customer retains ownership of all right, title and interest in and to all Customer IPR and Customer Data, subject to the rights and permissions expressly granted in this Agreement.

5.4. Subject to clause 5.5, Customer hereby grants a royalty-free, worldwide, irrevocable, perpetual licence to use Customer IPR and Customer Data, including Personal Data, to The Place, their subcontractors and Personnel as necessary to perform the Services.

5.5. Any Customer Data obtained via Google API services is governed by the Google API Services User Data Policy.

6. AI Features

6.1. The Services may include additional optional features powered by artificial intelligence (AI Features), which may be based on open-source models, developed in-house, or facilitated by external AI service providers.

6.2. By using the AI Features, without limiting any other provision of this Agreement, you agree and acknowledge that:

  • (a) The AI Features are provided to Customer "as is" with no warranties or representations of any kind;
  • (b) it is Customer's sole responsibility to ensure Customer's compliance with all applicable laws and regulations in connection to the use of the AI Features and the generated outputs;
  • (c) the AI Features may generate output that contains inaccurate, unreliable or offensive content and Customer must evaluate the output before relying on or otherwise using it;
  • (d) Customer shall not use the AI Features in a way that infringes, misappropriates or violates any third party rights;
  • (e) The Place may, at our sole discretion, impose limits on the use of the AI Features at any time without notice;
  • (f) Customer shall not use the AI Features in a manner that violates the policies of the external AI service provider;
  • (g) Customer shall not mislead any person that the output generated by the AI Feature was human-generated;
  • (h) Customer shall not use the AI Features to create, train, or improve (directly or indirectly) a similar foundation or large language learning model or other generative artificial intelligence service, reverse engineer, extract, or discover the AI Features' data, models, model weights, algorithms, safety features, or operation;
  • and (i) If Customer does not agree with any of the foregoing, Customer must refrain from or discontinue using the AI Features.

7. Confidentiality

7.1. Neither party shall disclose the Confidential Information disclosed by the other party to any third party, except to Representatives on a need-to-know basis, to the extent required by law or required to instruct the Receiving Party's professional advisers.

8. Term and Termination

8.1. The Term of this Agreement commences upon the Order Effective Date and, unless terminated earlier pursuant to this Agreement, will continue for the Term.

8.2. Subscription Plans will renew automatically on a monthly basis, unless Customer cancels prior to the renewal date, or as otherwise specified by The Place. If Customer cancels its Subscription Plan, Customer may continue to have access to Customer's Subscription Plan until the end of Customer's billing period.

8.3. The Place may terminate a Subscription Plan or any User Account in the following circumstances: (a) where Customer materially breaches this Agreement, including by failing to pay the Fees, and has not cured that breach within fourteen (14) days after receipt of written notice; (b) The Place decides to discontinue or materially modify The Place Service; (c) unexpected technical or security issues or other issues not within The Place's reasonable control occur; or (d) without cause, on providing 30 days' prior written notice.

8.4. Upon expiration or termination of this Agreement: (a) all rights granted by The Place will immediately terminate; (b) Customer shall cease all use of the Services and permanently erase The Place Service, Documentation and Confidential Information from all systems.

9. Representations and Warranties

9.1. Customer must comply with all Laws applicable to its use of The Place Service.

9.2. The Place does not provide any warranty in respect of, and will not support any claims resulting from: (a) non-compliance with specifications or this Agreement by Customer or Authorised User; (b) Customer's media, software, interfacing supplies, or other products; (c) other causes beyond The Place's reasonable control; (d) any error, disruption, fault, failure, neglect or other deficiency in any third party product or service; or (e) a breach of clause 2 of these Terms.

9.3. Customer represents, warrants and covenants to The Place that: (a) Customer is lawfully authorised to engage The Place to process the Customer Data; (b) the Customer Data does not and will not violate any rights of any third party; and (c) the Customer Data is not unlawful.

9.4. Except for any warranty set forth explicitly in this Agreement and warranties that are not excludable under Law, The Place Service is provided to Customer "as is" and with all faults and defects without warranty of any kind. To the maximum extent permitted under Law, The Place, and on behalf of its Affiliates and service providers, expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage, or trade practice. Without limitation to the foregoing. The Place provides no warranty or undertaking, and makes no representation of any kind that The Place Service will meet Customer's requirements, achieve any intended results, be compatible, or work with any other software, applications, systems, or services, operate without interruption, be continuously available, meet any performance or reliability standards or be error free, or that any errors or defects can or will be corrected.

10. Indemnities

10.1. Customer shall indemnify, defend and hold harmless The Place and its respective Affiliates, and each of its and their respective officers, directors, employees, agents, successors and assigns (each, a The Place Indemnitee) from and against Losses incurred by such The Place Indemnitee in connection with any claim or action by a third party to the extent that such Losses arise out of or relate to any: (a) Customer Data infringing the IPRs of such third party; (b) a breach of the Permitted Use; (c) the fraud or fraudulent misrepresentation of Customer and Representatives; (d) a breach by Customer or its respective Affiliates and Representatives of any Laws; or (e) the misuse or misappropriation of The Place IP by Customer or its Affiliates and Representatives, except to the extent that any such Loss arises directly due to an act or omission of any The Place Indemnitee.

11. Liability Limits

11.1. The aggregate liability of The Place for Loss sustained by Customer in connection with this Agreement is limited to the amounts actually paid by Customer in the 12 months immediately preceding the act or omission giving rise to Loss.

11.2. The limit in clause 11.1 does not apply in relation to liability for: (a) the liability for the indemnity set out in clause 10; (b) negligence causing death or personal injury; (c) breach of clause 6; (d) Customer's obligation to pay Fees properly due under this Agreement.

11.3. Notwithstanding clauses 11.1 or 11.2, The Place excludes all liability, whether in contract, tort (including negligence and breach of statutory duty howsoever arising), or otherwise, to the other for any Indirect Loss, loss of services (including without limitation any interruption, delay, or inability to use the Service), loss resulting from system or system failure, malfunction, or shutdown, or exemplary, special, or punitive damages, whether arising out of or in connection with this Agreement. The Place's liability under or in connection with this Agreement will be reduced to the extent that the liability arose through an act or omission of the Customer or its Representatives, including a breach of this Agreement.

12. General

12.1. The Place may modify this Agreement at any time. If The Place makes a material change to this Agreement, The Place will provide Customer with reasonable notice prior to the change taking effect, either by notifying Customer in accordance with clause 12.5 or by messaging Customer through the Services. Customer can review the current version of this Agreement at any time on The Place's website. The materially revised Agreement will become effective on the date set forth in The Place's notice, and all other changes will become effective upon posting of the modified Agreement on The Place's website.

12.2. The Place may engage its Affiliates and other third parties by written notice to Customer as subcontractors, provided that The Place shall remain responsible for the acts and omissions of such subcontractors.

12.3. The parties acknowledge that, for the purposes of this Agreement, the relationship between the parties is not one of association, partnership or joint venture, but is one of independent contractor.

12.4. The Place may include Customer's name and logo on its owned and operated websites, in its lists of customers, press releases and other promotional materials with the prior written consent of the Customer, not to be unreasonably withheld.

12.5. Any notice or communication under this Agreement will be in writing and will be effective upon delivery as follows: (i) when delivered via registered mail, to the address specified in an Order; or (ii) when sent via email to the email address specified in an Order.

12.6. This Agreement constitutes the sole and entire agreement of the Parties and supersedes all prior and contemporaneous understandings, agreements, representations and warranties.

12.7. Customer may not assign any of its rights or obligations hereunder without The Place's prior written consent (not to be unreasonably withheld).

12.8. Each party will be excused from performance for any period during which such party is prevented from performing any obligation (except for any payment obligation) as a result of causes beyond its reasonable control, and without its fault or negligence (Force Majeure Event), including acts of God, flood, fire, strikes, riots, acts of terrorism or war, epidemics, communication line failures and power failures.

12.9. This Agreement is for the sole benefit of the parties and nothing herein, unless expressly stated, confers upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever.

12.10. Any variation of this Agreement must be agreed by the parties in writing. A failure to exercise or a delay in exercising any right, power or remedy under this Agreement does not operate as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.

12.11. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, that provision shall be reformed to achieve as nearly as possible the same effect as the original term and the remainder of this Agreement shall remain in full force. Each provision of this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any termination or expiration of this Agreement.

12.12. This Agreement shall be governed by the laws of the State of New South Wales. In any dispute arising out of this Agreement, Customer consents to the exclusive jurisdiction of the State of New South Wales.

SCHEDULE 1 - DICTIONARY

1. In this Agreement:

'Affiliate' of a party means any other entity that controls, is controlled by, or is under common control with, such party.

'Agreement' means an executed Order and these Terms as relating to it.

'Authorised User' means an individual natural person user who is an employee or direct contractor of Customer and is authorised by the Customer to use The Place Service through the relevant Customer Account subject to the terms of this Agreement, but must not include any contractor who is, or is engaged by, a competitor of The Place.

'Business Day' means a day which is not a Saturday, Sunday or a public holiday in New South Wales.

'Confidential Information' means any information identified as confidential, that would, of its nature be considered confidential by a reasonable person or that is disclosed under circumstances that would indicate confidential treatment, whether or not identified as 'confidential', including Services and Documentation.

'Customer' means the legal entity which has agreed to take the Services as set out in the Order.

'Customer Account' means the unique account that is established for The Place Service for Customer.

'Customer Data' means any data or information that is made available by Customer or an Authorised User, through The Place Service, pursuant to the Licensed Purpose, including all adaptations, excerpts and modifications.

'Customer IPR' means any IPR of Customer, including any Customer-provided software code, apps, interfaces, content, literature, trade marks, Confidential Information, and documentation.

'Data Subject' means an identified or identifiable natural person.

'Documentation' means any documents or materials that The Place makes available to its customers.

'The Place' means The Place (IP) Pty Ltd (ACN 663 363 497).

'The Place IP' means any IPR related (either directly or indirectly) to any and all portions of The Place Service or Documentation owned by The Place or its Affiliates, including any original software code, apps, connectors, agents and interfaces, any The Place-provided content and literature, trade marks, Confidential Information, and documentation relating to The Place Service and related support, including all copies, enhancements, additions, corrections, modifications, updates or upgrades of the foregoing in any form or medium, whether now known or existing or hereafter developed, including IPRs in any New Material.

'The Place Service' means the software and services made available as a software-as-a-service for the Licensed Purpose, comprising The Place IP and Third Party IP, including any updates, changes or new versions made from time to time.

'Fees' means the applicable subscription fees for use of The Place Service, as set out in the Order.

'Indirect Loss' means an indirect, incidental or consequential loss not being a loss which arises naturally as a result of a breach of this Agreement or other event the subject of the relevant claim, and includes loss of profits or revenue, loss of anticipated savings, loss of opportunity or business, or loss of goodwill, loss or corruption of data, loss resulting from (i) failure to accurately transfer, read, or transmit information, (ii) failure to update or provide correct information, or (iii) breaches in system security, regardless of whether such losses were foreseeable and whether or not a party was advised of the possibility such losses.

'Intellectual Property Rights' or 'IPR' means all industrial and intellectual property rights including, but not limited to copyright (both present and future), Confidential Information (including trade secrets), patents, designs, trade marks and any sui generis database protection rights.

'Law' means any applicable law, statute, regulation, and judicial decision of any arbitrator, court or tribunal of competent jurisdiction.

'Licensed Purpose' has the meaning given in clause 1.1.

'Losses' means any and all losses, excluding Indirect Loss however arising, exemplary, special or punitive damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind.

'New Material' means material that is created, developed or otherwise brought into existence by or on behalf of The Place in the performance of this Agreement.

'Order' means the separate ordering document(s) and associated agreement(s) under which Customer orders or agrees to take specific Services from The Place.

'Order Effective Date' means the effective date specified in the applicable Order.

'Permitted Use' means any use of The Place Service, by an Authorised User, for the Licensed Purpose solely in or for Customer's internal business operations.

'Personal Data' means any information that is contained in Customer Data and relates to a Data Subject.

'Personnel' means individuals involved in the performance of Services as employees, agents or independent contractors of The Place or its Affiliates.

'Renewal Term' means the period(s) identified as such in the Order.

'Representatives' means, with respect to a party, that party's and its Affiliates' employees, officers, directors, consultants, agents, independent contractors, service providers, subcontractors and legal advisors.

'Terms' means the terms and conditions of this document, including any Schedules.

'Services' has the meaning given in clause 1.1.

'Support and Maintenance Services' means the services to support and maintain The Place Service, as The Place determines are reasonably necessary from time to time.

'Term' means the period identified as such in the Order, and if no period is identified, means a period of one (1) month from the Order Effective Date, plus any agreed extension.

'Third Party IP' means any third party and open-source IPR incorporated into The Place IP, which is subject to third party licences, or open-source rules.

2. In this Agreement: (a) words such as 'including' and similar expressions are not words of limitation; (b) a reference to dollars or $ is to Australian dollars; (c) singular includes plural and vice-versa; (d) headings are for reference only and do not affect the interpretation; and (e) references to a statute means such statute as amended from time to time and includes any successor legislation and any promulgated regulations.

This Terms of Service was last updated on June 20, 2025.

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