Terms of Service

Transform Engine 

These terms of service (“Terms”) govern your use of Transform Engine’s services, operated by Transform Engine, d/b/a Transform Engine (“Transform Engine,” “we,” “our,” or “us”). Please read these Terms carefully. 

In these Terms, the expressions “we“, “us” and “our” mean Transform Engine Pty Ltd ABN 55 672 254 232. The expressions “you” and “your” mean the individual or corporation accessing and using the Service, or any other platform or service that Transform Engine provides.

1. Scope of These Terms

1. • These Terms apply to:
     • The websites transformengine.com and its subdomains, and any other site where these Terms are available;
     • Transform Engine’s services and products, including but not limited to the Transform Engine ROMS;
     • Our software, which includes browser extensions, mobile apps, platforms, other downloadable applications, APIs, and related tools and documentation (collectively referred to as our “Services and Products”).

2. Acceptance of Terms

• • The Service is made available to you on the condition that you read and accept these Terms. You must not access, and are not permitted to use the Service, if you do not agree to be bound by these Terms.
  • If the person accessing and using the Service is doing so on behalf of a corporation, that person represents and warrants that they have authority to bind the corporation to these Terms. The account for the corporation is personal to the individual registered on behalf of the corporation, and may only be used and accessed by that person. 
  • You must be 18 years or older to use this Service. 
  • These Terms will commence from the date you indicate your acceptance of the Terms by clicking the ‘Accept’ button. 
  • By creating an account with Transform Engine via our website, clicking “Sign Up,” “Sign Up with Google,” “Sign Up for Free,” “Submit,” “Submit Payment,” “Pay Deposit,” “Go to Payment,” or similar indications of acceptance, or by accessing or using Transform Engine ROMS, you agree that you have read, understood, and accept these Terms. You also acknowledge that you have reviewed our Privacy Policy, available at https://www.transformengine.com/privacy-policy, whether or not you are a registered user. We reserve all rights not expressly granted in these Terms.

3. Use on Behalf of an Organization

• • If you are accessing or using Transform Engine’s services on behalf of an organization (such as your employer), the following applies:
    • These Terms are an agreement between us, you, and that organization.
    • You represent that you have the authority to bind the organization to these Terms; if not, you should not use our services.
    • Your acceptance of these Terms will bind the organization to them.
    • Your individual access may be suspended or terminated by us for any reason, including if you are no longer associated with the organization or if you stop using an email address provided by the organization.
    • We may share information about your use of our services with the organization.
    • References to “you” and “your” include both you and the organization. If your email or payment for our services comes through an organization, we may consider you as acting on behalf of that organization.

4. Changes to these Terms

• • We reserve the right to amend or vary these Terms at any time at our discretion. We will notify you of any changes to these Terms via notification to your email or via our website as soon as reasonably practicable. The effective date of the amendment or variation to these Terms will be the later of:
    • 10 days after we have notified you of the change to these Terms; or 
    • if you have already ordered the Service but have not yet received the Output, the day after you receive the Output. 
  • Your use of the Service after the effective date of the amendment, as set out in clause ‎2(a) will be taken as your acceptance of the Terms as amended or varied. 
  • If you do not agree to changes made in accordance with clause ‎2(a), you must not access or use the Service.

5. Using and Accessing the Service 

 5.1 Service 

• • The Service: 
    • will be provided to you with due care and skill expected of a professional person providing equivalent services; 
    • will be fit for the particular purpose for which they are provided; and
    • will be provided within a reasonable time period. 

1. • For the avoidance of doubt, nothing in these Terms is intended to exclude any consumer guarantee or other non-excludable right that you may have under the Australian Consumer Law or any other applicable Law, and in the event of any inconsistency the provisions of the Australian Consumer Law take precedence.
   • We may subcontract the performance of any part or whole of the Service to third parties, including our subsidiaries and related entities (located in Australia or overseas). We may disclose personal information and Confidential Information to third parties where doing so is reasonably necessary to assist us in providing the Service.

5.2 Your use of the Service

1. • Your account provides access to the Service. You are responsible for the security of your account and must promptly notify us of any unauthorised use. 
   • You agree that you will only use the Service in accordance with these Terms and any other applicable laws. 
   • You agree that you will supervise and control the use of the Service in accordance with these Terms.

5.3 Prohibited Uses

When using the Service, you must not: 

• • provide untrue or incomplete information when providing information, photographs, images or any other material to us;
  • breach or circumvent any laws, third party rights (including Intellectual Property Rights) or contractual terms applicable to you;
  • engage in any fraudulent activity;
  • copy, modify, adapt, sell, create derivative works of, reverse engineer or disassemble (except to the extent permitted by law) any part of the Service;
  • transfer copies of cached content of the Service from your device to any other device by any means;
  • use any automated means (including bots, scrapers and spiders) to view, access, or collect information from the Service;
  • knowingly engage in malicious or technologically harmful activity that could compromise the integrity or any aspect of the Service;
  • distribute or make the Service available over a network for others to use;
  • remove or alter any copyright, trade mark, or other intellectual property notices contained on the Service;
  • sublicense, lease or make available the Service to any person in any way without our express written consent;
  • attempt to circumvent, disable or defeat any of the copy protection measures, use restrictions or security features of the Service;
  • use the Service for illegal or unauthorised purposes;
  • use the Service to create any competitor product or service; and
  • upload content to the Service that is false, misleading, deceptive, defamatory or offensive.

6. Ordering and Cancellation 

• • You may order the Service through the online platform accessible via our website and any other platform or service that we provide by: 
    • uploading the information, photographs, images or any other material to the Service;
    • requesting the Service; and 
    • in the case of individuals only, making payment to us in accordance with clause ‎5.2.
  • Once the order is successfully placed in accordance with clause ‎4(a), you will receive an order confirmation email and we will begin processing your request.
  • You can cancel your order within one hour of initial submission by emailing support@transformengine.com.
  • Cancellations within the window specified in clause ‎4(c) will result in a refund of the full amount paid via the payment method used. 
  • Subject to the provisions of the Australian Consumer Law, cancellations outside the window specified in clause ‎4(c) may be accepted, but no refund will be issued.
  • The final Output will be sent to your nominated email after processing of your request is complete. 
  • You agree that the delivery date is an estimate only and is not a binding completion date. In the event additional User Instructions are provided by you or requested by us, the delivery date may be postponed until the User Instructions are provided and by a reasonable amount of time thereafter to complete the services.

7. Fees and Charges

7.1 Corporations

• • If you are a corporation, you will be invoiced for the Service at the end of each month in U.S. dollars.
  • Payment must be made within 30 days of receiving the invoice.

7.2 Individuals 

• • If you are an individual, you will be required to pay the full amount for the Service before we begin processing your order.
  • You must provide a valid payment method and authorise us to share your payment information with third parties to complete the transaction in U.S. dollars. 
  • We use Stripe to process individuals payments, and by using the Service, you agree to Stripe’s Services Agreement (available at https://stripe.com/ssa, as may be updated from time to time).
  • Our prices cover any third party fees, including in connection with using Stripe. 

7.3 Late Fees

• • Late payments will incur a service charge of 1.5% per month on the outstanding amount or the maximum allowed by law. 

7.4 Extra charges

• • If more than two revisions of the Output are requested regarding the same Service request, we may, acting reasonably, charge additional fees reflecting our costs of finalising the Output. 

7.5 Payment processing

• • By placing an order for the Service, you agree to the pricing and payment terms specified at checkout.
  • You are responsible for all fees you incur that are related to the Service, including taxes.

8. GST 

The cost of the Service ordered in accordance with clause ‎4, is calculated as including GST. Where a party to these Terms is deemed by the GST Law to make a taxable supply (GST Supplier) to another party to these Terms (GST Recipient) then, at or before the time for payment for that taxable supply, the GST Supplier will give to the GST Recipient a tax invoice in the proper form.

9. Suspension or Termination of the Service

9.1 Suspension

• • We may suspend the Service at any time, acting reasonably. We will notify you of any suspension via notification to your email or via our website at least 10 days before the suspension commences or, if it is not reasonably practicable to provide at least 10 days’ notice, as soon as reasonably practicable. If we suspend the Service for more than 30 days under this clause ‎7.1(a), we will refund the full amounts paid by you to us for the Outputs of the Service that have been ordered but not yet delivered.
  • If you are a corporation, if we have not received full payment for the Service provided, we have the right to withhold provision of future Services until we receive full payment for the previous Service and delivered Outputs. 
  • If we suspect (acting reasonably) that you have not complied with these Terms or are not using the Service in good faith or in the spirit for which it was intended, we may temporarily or permanently disable your use of, or access to, the Service, until you have remedied your use of the Service to be in compliance with these Terms. 
  • If a suspension under clause ‎7.1(b) or ‎7.1(c) continues for a period of 30 days because you have not remedied the underlying cause of the suspension, we may terminate these Terms in accordance with clause ‎7.2(b).

9.2 Termination

• • We may terminate the Service in our absolute discretion and at any time upon notice to you. Where we terminate these Terms and your access to the Service under this clause ‎7.2(a), we will refund the full amounts paid by you to us for the Outputs of the Service that have been ordered but not yet been delivered. 
  • We may terminate these Terms and your access to the Service, in whole or part, immediately on written notice where: 
    • clause ‎7.1(d) applies; or
    • you have materially breached these Terms, and your breach is not remedied within 30 days of us issuing a notice of breach to you. 
  • You will not be entitled to a refund where we terminate these Terms and your access to the Service under clause ‎‎‎7.2(b). 
  • You may terminate these Terms where we have materially breached these Terms, and our breach is not remedied within 30 days (or such longer period stated in the notice in writing) of you issuing a notice of breach to us. 
  • Clauses ‎8.3(b) and ‎13 survive termination of these Terms.  

10. Intellectual Property 

10.1 Existing Intellectual Property Rights

We own all Intellectual Property Rights in our material that existed at the start of these Terms or which is developed by us independently of these Terms, including any, adaptations, translations or derivatives.

10.2 Assignment 

We assign all Intellectual Property Rights in the Outputs to you, immediately on creation.

10.3 Licence 

We grant you a non-exclusive, world-wide, revocable, non-transferrable, non-assignable licence to use the Service in accordance with these Terms.

10.4 Your Content 

• • To use certain features available on the Website, you may be required to upload files to the Website. You own all content you provide to the Website (“Your Content”). You hereby grant us an irrevocable, perpetual, non-exclusive, world-wide, royalty-free, transferable licence (which includes a right to sub-licence) to: 
    • use your Content to provide you the Website and services you request and for our business purposes including for service operation and improvement, advertising, marketing, and developing new technology and services. 
    • any information, photographs, images or any other material and associated Intellectual Property Rights you submit via the Service or otherwise provide or make available to us; and 
    • the Intellectual Property Rights in the Outputs and any associated materials, for us to:
    • use, modify and adapt to perform the Service and for our internal business purposes (including training); and
    • with your prior written consent, to use, reproduce, distribute, display, modify, adapt, publish, communicate to the public and create derivative works of the Outputs for promotional purposes, including in marketing materials and at conferences.
    • Content shared with others may be visible and editable by them. We are not responsible for unauthorized changes to Your Content. You are responsible for ensuring that Your Content does not violate laws or rights of others.

10.5 Feedback 

• • If you choose to or we invite you to submit comments, feedback, or ideas about us or the Service (Feedback), you agree that we will own such Feedback and can use it freely without providing additional compensation to you. 
  • You also acknowledge that acceptance of your Feedback does not waive our rights to use similar ideas previously known to us or developed by our employees or obtained from other sources.

11. Warranties 

• Each party warrants and represents to the other that it has the full power and lawful authority to enter into these Terms.
• You warrant that:
  • the information, photographs, images or any other material or Feedback you provide, upload or make available does not and will not infringe any person’s Intellectual Property Rights or Moral Rights; and
  • you have the right to grant us any licences pursuant to clause ‎8.3(b).

12. Force Majeure

• If a party is prevented from or delayed in performing an obligation by a Force Majeure Event, and promptly notifies the other party and acts to mitigate or remove the Force Majeure Event and its effect, then the obligation is suspended during, but for no longer than, the period the Force Majeure Event continues and any further period that is reasonable in the circumstances.
• If suspension of the obligation as a result of a Force Majeure Event continues for a period of not less than 30 days, then notwithstanding any other provision of these Terms, either party may terminate these Terms by giving at least 10 days’ notice to the other party.
• In the event of termination under clause ‎10(b), neither party is liable to the other except to the extent of rights or obligations which accrued before the termination.

13. Liability and indemnity

13.1 Liability 

• • You acknowledge and agree that, to the extent permitted by the Australian Consumer Law and any other applicable law, the Service is provided on an “as is” and “as available” basis and without any representations or warranties of any kind (including in relation to accessibility, suitability, safety, security or reliability). You rely on the Service at your own risk and you are solely responsible and liable for how you use the Service. 
  • To the extent permitted by the Australian Consumer Law and any other applicable law, you acknowledge and agree that:
    • we do not guarantee continuous, uninterrupted or secure access to the Service;
    • we do not guarantee that the Service is free from defects, errors and bugs; 
    • we do not guarantee that use of the Service will result in you achieving any specific result;
    • we do not guarantee that there will be no loss or corruption of any data at any time;
    • you are solely responsible for the reliability, accuracy and completeness of the information you input into the Service;
    • we take no responsibility if the outcome of the Service or the Output is inaccurate or incomplete if it is based off inaccurate or incomplete information you provide; 
    • as the Service is based off information provided by you, we exclude all liability for any loss you may incur from reliance on the Outputs of Service; 
    • we are not liable for losses from unauthorised access to or changes made to your account; and
    • internet-based services involve risks of accidental or unauthorised access or disclosure of personal information and we cannot guarantee complete protection.
  • To the extent permitted by the Australian Consumer Law and any other applicable law, Outputs from the Service are not warranted or held out by us to be accurate, sufficient, correct or complete. You must take care and make all reasonable enquiries (including ensuring the accuracy of any Outputs) before relying on or making decisions in reliance on any Outputs from the Service.
  • To the extent permitted by the Australian Consumer Law and any other applicable law, in no circumstances are we liable, whether in contract, tort (including negligence or breach of statutory duty) or otherwise, and whatever the cause, to you for any indirect loss or consequential loss, even if you have advised us of their possibility, including loss of data, business profits, revenue, opportunity, goodwill or anticipatory profits or business interruption, incurred by you in connection with these Terms or as a result of using the Service. 
  • Subject to clauses ‎11.1(f) to ‎(h), to the extent permitted by the Australian Consumer Law and any other applicable law, you agree that our maximum aggregate liability for any claims under or in connection with these Terms, however they arise and whether in contract or tort (including negligence and breach of statutory duty), is limited to the lesser of:
    • the amount you paid us for the Service; or 
    • US$10,000.
  • The exclusions and limitations of liability in this clause ‎11 do not apply to liability in relation to any fraudulent act or omission by us, gross negligence or any other representations that cannot be excluded by law. 
  • To the extent permitted by the Australian Consumer Law and any other applicable law, any condition or warranty which would otherwise be implied into these Terms is excluded. Our liability for breach of a condition, warranty or guarantee implied by or arising under law which cannot be excluded is limited to the extent permitted by law to the re-supply of the Service. 
  • To the extent the Australian Consumer Law applies to the supply of the Service, this clause ‎11.1(h) applies. Our liability to you for a failure to comply with a consumer guarantee in respect of the supply of the Service under the Australian Consumer Law is limited (at our selection) to the re-supply of the Service or the payment of the cost to you of having the Service supplied again. 
  • We accept no liability for any failure by us to comply with these Terms where such failure is due to a Force Majeure Event.

13.2 Indemnity  

• • You indemnify us and our officers, employees and agents against all actions, claims and demands (including the cost of defending or settling any action, claim or demand) which may be instituted against us arising out of or related to: 
    • your misuse of the Service;
    • a breach of these Terms by you; 
    • infringement of a third party’s Intellectual Property Rights in connection with our provision of the Service to you; or
    • unauthorised use by you of Confidential Information.
  • The indemnity referred to in clause ‎11.2(a) does not apply to the extent that acts, omissions or wilful misconduct by us (and by our officers, employees and agents) cause or contribute to the relevant action, claim or demand.

14. Privacy 

By using the Service, you agree to our collection, use and disclosure of your personal information as set out in our privacy policy.

15. Confidentiality 

A party (the Recipient) which acquires Confidential Information of another party (the Discloser) must: 

• keep confidential all Confidential Information of the Discloser; 
• not use any of the Confidential Information except to the extent necessary to exercise its rights and perform its obligations under these Terms; and
• not disclose any of the Confidential Information except: 
  • to its personnel on a need to know basis to the extent necessary to exercise its rights and for the purposes of performing its obligations under these Terms; 
  • with the Discloser’s consent; 
  • to the extent required by law; or
  • to its professional advisors.

16. Marketing and publicity

• You may receive information about the Service and your Outputs via email. If you choose to opt-out of receiving marketing emails, you will still receive necessary Service notifications via email.
• We will request your written consent to identify you as a customer in our promotional materials. If you choose to no longer be identified, we will stop identifying you upon your request emailed to support@transformengine.com.

17. Disputes

• The parties must first attempt to resolve any claim or dispute arising out of or relating to the Terms of the Service within 5 days of a party giving the other party written notice of the dispute.
• If the dispute is not resolved under clause ‎15(a), senior management representatives of the parties must, within 10 days after the date on which the dispute was to be resolved, meet and use reasonable endeavours to resolve the dispute. 
• Neither party may commence court proceedings or action against the other party under or in connection with these Terms (other than where interlocutory relief is required) unless it has first attempted to resolve the dispute under this clause ‎15.

18. Definitions

Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth) as in force from time to time.

Confidential Information means information of or provided by the Discloser to the Recipient that by its nature is confidential, is designated by the Discloser as confidential, or the Recipient knows or ought to know is confidential,

but does not include information:

• which at the time of first disclosure to the Recipient is in the public domain;
• which after disclosure to the Recipient comes into the public domain otherwise than by disclosure in breach of these Terms;
• which the Recipient can prove was in its possession at the time of first disclosure to it by the Discloser and was not acquired directly or indirectly from the Discloser; or
• which the Recipient received from a third party, provided that as far as the Recipient is aware (without the need for enquiry) it was not received directly or indirectly from the Discloser in breach of an obligation of confidence owed by the third party to another person and was not provided by the third party acting on the authority of the Discloser.

Force Majeure Event means an event beyond the reasonable control of the affected party, but excluding an event which occurs (directly or indirectly) as a result of the action or inaction of the affected party and that act or inaction constituted a failure by the affected party to act in accordance with industry practice. 

GST means any tax imposed by or through the GST Law on a supply (without regard to any input tax credit).

GST Law means A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any related tax imposition Act (whether imposing tax as a duty of customs excise or otherwise) and includes any legislation which is enacted to validate recapture or recoup the tax imposed by any of such Acts.

Intellectual Property Rights includes all present and future rights in relation to copyright, trade marks, designs, patents or other proprietary rights, or any rights to registration of such rights existing anywhere in the world, whether created before or after the date you accepted these Terms, but excludes Moral Rights.

Moral Rights means the moral rights granted to creators under the Copyright Act 1968 (Cth), and present and future rights of a similar nature conferred by statute anywhere in the world.

Output means the deliverable generated as a result of the Service provided under these Terms. 

Service means the conversion of digital scans into AutoCad, Building Information Modelling Revit, Xactimate or Floor Plan solutions, which is processed through our Rapid Order Management system and accessible through our website https://transformengine.com and any other platform or service that we provide.

19. General 

• These Terms are governed by and shall be construed in accordance with laws of Queensland, Australia. You agree to submit to the non-exclusive jurisdiction of the courts of Queensland, Australia. 
• If we waive any rights available to us under these Terms on one occasion, this does not mean that those rights will automatically be waived on any other occasion.
• Any provision of these Terms which are held to be invalid, unenforceable or illegal for any reason is, where possible, to be severed to the extent necessary to make these Terms enforceable, unless this would materially change the intended effect of these Terms. The remaining provisions of these Terms will nevertheless continue in full force.
• You must not transfer, assign, novate or delegate any of your rights under these Terms to anyone else. 
• We may transfer, assign, novate or delegate the Terms, and any of our rights under the Terms, in whole or in part. Where we do exercise our rights under this clause, we will notify of you that fact following the transfer, assignment, novation or delegation as soon as reasonably practicable.