Terms of Service – Imminently

1. Definitions

For the purposes of this Agreement, the following definitions shall apply:

“Imminently“ refers to Imminently Pty Ltd, the provider of the Decisively platform and associated services.
“Customer“ refers to the entity entering into this Agreement with Imminently.
“Platform“ refers to Decisively, including all software, services, APIs, SDKs, and related infrastructure.
“Services“ refers to the software-as-a-service (SaaS), professional services, support, and consulting provided by Imminently.
“Subscription“ refers to the rights granted to the Customer for accessing and using the Platform as per the agreed terms.
“Authorised Users“ refers to employees, agents, and contractors authorised by the Customer to use the Platform.
“Data“ refers to all information, content, or materials inputted or processed by the Platform on behalf of the Customer.
“Documentation“ refers to all user guides, API references, and technical materials provided by Imminently.
“Confidential Information“ refers to proprietary or sensitive data shared between the parties, as further defined in Section 8.

2. Scope of Agreement

2.1 License Grant

Imminently grants the Customer a non-exclusive, non-transferable, limited license to access and use the Platform, solely for the Customer’s internal business operations, subject to the terms of this Agreement.

2.2 Restrictions

The Customer shall not:

Modify, copy, or create derivative works of the Platform.
Reverse engineer, decompile, or disassemble any part of the software.
Use the Platform to provide services to third parties without prior written consent.
Remove any proprietary notices or branding from the Platform.
Circumvent security controls or use the Platform in a way that violates applicable laws.

2.3 Customer Responsibilities

The Customer is responsible for:

Ensuring that only Authorised Users access the Platform.
Compliance with all applicable laws and regulations in using the Platform.
Configuring the Platform within their environment in accordance with the Documentation.
Implementing necessary security controls for data protection.

3. Deployment Options

3.1 Editions

The Platform is available in the following configurations:

Public Cloud – Multi-tenant SaaS managed by Imminently on Microsoft Azure.
Dedicated Cloud – Single-tenant cloud instance managed by Imminently.
Private Cloud (Customer Hosted) – Fully customer-managed deployment in their own infrastructure.

3.2 Availability and Performance

The Platform is designed for high availability and can scale horizontally to meet performance demands.
Public Cloud updates will be applied automatically by Imminently.
Dedicated and Private Cloud customers are responsible for applying updates within 30 days of release.

4. Data Ownership and Security

4.1 Data Processing

Imminently acts as a Data Processor and does not access or control Customer Data.
Customers retain full ownership of all Data processed by the Platform.
Decision reports and audit logs are generated and stored as part of the Platform’s compliance framework.

4.2 Security Measures

Zero Trust Architecture is implemented to authenticate all internal and external interactions.
All data in transit is encrypted using HTTPS/TLS.
Authentication is enforced via OAuth-compliant Identity Providers.

4.3 Data Retention

The Platform does not act as a system of record.
Customers must configure data retention policies in accordance with their compliance needs.

5. Support and Maintenance

5.1 Service Levels

Support is provided as Level 3 escalation only via Imminently’s support system.
Customers are responsible for Level 1 & 2 support.
Response times are based on ticket severity, as outlined in the Support SLA.

5.2 Maintenance and Updates

Updates are deployed in a continuous release cycle.
Customers on Private Cloud deployments must apply updates within 30 days to maintain support.

6. Fees and Payment

6.1 Subscription Fees

Fees are based on the selected edition and deployment model.
Payment terms are net 30 days unless otherwise agreed.

6.2 Overages

API usage and storage overages may be subject to additional fees.
Imminently will notify Customers before imposing overage charges.

7. Warranties and Disclaimers

7.1 Warranties

Imminently warrants that the Platform will substantially perform in accordance with the Documentation.
No warranties are made for third-party integrations.

7.2 Disclaimer

The Platform is provided “as is”, without warranties of merchantability or fitness for a particular purpose.
Imminently does not guarantee uninterrupted availability.

8. Confidentiality

8.1 Definition

Each party may receive Confidential Information from the other, including technical, financial, and business data.

8.2 Obligations

Confidential Information shall not be disclosed to third parties without written consent.
Both parties agree to implement reasonable security measures.

9. Limitation of Liability

9.1 Liability Cap

Imminently’s total liability under this Agreement shall not exceed the fees paid in the previous 12 months.

9.2 Exclusions

Imminently shall not be liable for:
- Indirect, incidental, or consequential damages.
- Loss of revenue, profits, or data.
- Security breaches resulting from Customer misconfiguration.

10. Termination

10.1 Termination for Cause

Either party may terminate this Agreement if:
- The other party materially breaches its obligations and fails to remedy within 30 days.
- The Customer fails to pay fees when due.

10.2 Effects of Termination

Upon termination, the Customer must cease using the Platform.
Imminently may delete Customer Data after 60 days, unless otherwise required by law.

11. Governing Law and Dispute Resolution

11.1 Governing Law

This Agreement shall be governed by the laws of Australia.

11.2 Dispute Resolution

Good faith negotiations will be attempted before legal action.
Disputes will be resolved in Australian courts.

12. General Provisions

Entire Agreement: This Agreement supersedes all prior agreements.
Assignment: Neither party may assign its rights without written consent.
Force Majeure: Imminently is not liable for delays caused by events beyond its control.