The following are the terms and conditions on which Wodely (Asbing Technology Pty Ltd) offers any person or entity that accesses our website and software. We reserve the right to revise these terms and conditions at any time by posting an updated version on Our Website. You are responsible for regularly reviewing these terms and conditions and continued use of Our Software will constitute Your acceptance of such revised terms and conditions. Please also read our privacy policy (available on the Platform), because it will apply to all the information you provide to us and forms part of the Terms. By accepting the Terms, you also accept our privacy policy. If you do not agree to be bound by the Terms, you must not use any part of the Platform. By registering for the Service, you agree to be bound by the Terms of Service set out here.
1. Definitions
“Confidential Information” – includes all information exchanged between you and Wodely, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorized disclosure.
“Charges” means the charges payable by you in connection with the use of the Platform, as displayed on the Platform or otherwise agreed with you from time to time.
“Data” – means any data inputted by you or with your authority into the Platform.
“Intellectual Property Right” – means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual property rights, anywhere in the world whether or not registered.
“Platform” – means our website at www.wodely.com or any other address used by us from time to time and the Wodely applications.
“Service” – means the online delivery task management services made available (as may be changed or updated from time to time by Wodely) via the Platform.
“Terms” – means these Terms of Service.
“Wodely” – means Asbing Techonlogy Pty Ltd and all current and future global subsidiaries of Asbing Techonlogy Pty Ltd. “We”, “us” or “our” have a corresponding meaning.
“You” – means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service, and any person or organization that uses the Service with the authorisation of that person or entity. “Your” has a corresponding meaning.
2. Provision of Service
Wodely offers a free trial of the Service for the purpose of evaluation use. Following your evaluation, you have no obligation to continue to use the Service. All data may be deleted at the end of trial period, unless customer converts to a paid account. We have the right to suspend or terminate the Service and refuse any and all current or future use of the Service for any reason at any time.
2.1. Free Trial
Free Trial services are provided for evaluation purposes and not for production use. Customer shall have sole responsibility and we assumes no liability for any Customer Data that Customer may choose to upload on the Free Trial Services. Free Trial Services are provided “as is” with no express or implied warranty and we shall have no indemnification obligations, nor any liability of any type with respect to a Free Trial Service.
Without limiting the foregoing, we do not warrant that the Service will meet your requirements, that it will be suitable for any particular purpose, or that it will be available on an uninterrupted, secure, or error-free basis. Free trial customers do not have access to any onboarding support, implementation support, or integration assistance. We shall provide no support for this service and have no obligation to provide any particular service level. We may cease providing access to such free-of-charge service at any time.
2.2. Usage Limitations
To ensure fair usage and prevent abuse, the Service may be subject to certain limitations, including but not limited to:
- A maximum number of tasks that can be created per day and per month.
- A cap on the number of emails and text messages that can be sent within a specified timeframe.
- A limit on the number of API requests that can be made to our servers within a specified timeframe.
These limits are in place to maintain system performance, prevent excessive use, and mitigate financial loss. The Company reserves the right to adjust these limits at its discretion and take necessary actions, including temporary suspension or additional charges, if an account exceeds the defined thresholds. If you require higher usage limits, please contact our support team to discuss potential upgrades or custom plans.
2.3. API Usage
The Wodely API is a web service for developers and integrations to programmatically interact with Wodely’s data and real-time delivery management functionalities. By accessing or using our APIs, you agree to comply with our API terms of service and other terms control your relationship with us.
3. Intellectual Property
3.1. General
Title to, and all Intellectual Property Rights in the Service, the Platform, branded application, and any documentation relating to the Service or the Platform remain the sole and exclusive property of Wodely and its licensors.
3.2. Ownership of Data
Title to, and all Intellectual Property Rights in, the Data remain your property. You grant Wodely a licence to use, copy, transmit, store, and back-up your information and Data for the purposes of enabling you to access and use the Service and for any other purpose related to provision of services to you. If your account is terminated, you have the option to export data from the admin dashboard within 90 days. Accounts without an active subscription for over 90 days will be considered abandoned, potentially leading to the deletion of all associated data by the Wodely team.
3.3. Third-party applications and your Data
If you enable third-party applications for use in conjunction with the Service, you acknowledge that we may allow the providers of those third-party applications to access your Data as required for the interoperation of such third-party applications with the Service. We will not be responsible for any disclosure, modification or deletion of your Data resulting from any such access by third-party application providers.
3.4. White-label branded application
In the event that you have requested from Wodely, and Wodely has agreed to make available to you, a white-label branded application for your customers and/or end users with your branding, you hereby grant to Wodely a perpetual, worldwide, royalty-free license to use your trademarks, trade dress, logos, display, etc. (“Your Trademarks”) for use and display in connection with such white-label branded application. You acknowledge and agree that the Services and the Software are proprietary products of Wodely and its licensors, protected under patents, copyright laws and international treaties. You further acknowledge and agree that all right, title and interest in and to the Services and the Software, including associated intellectual property rights and all improvements, modifications, revisions, derivative works, customization and integration work product, white-label branded applications, source code are and shall remain the sole and exclusive property of Wodely. These Terms and the rights granted hereunder do not convey to you any interest in or to the Software. You shall not remove or alter any copyright notice, trademark or other proprietary or restrictive notice or legend affixed to, embedded, contained or included in the Software or Services or any material provided by Wodely.
By requesting white-label software solution, system customization or custom feature development from Wodely and upon agreement to provide such services, you acknowledge that you have read, comprehended, and agreed to these Terms of Service: Custom Software Solution
3.5. Logo Usage
You agree to allow Wodely to use your trademarks and logo in its marketing materials and communications, in accordance with Customer’s trademark guidelines and policies, if provided to Wodely. If you would like your logo erased from our system, submit a request and we will process the removal within 5 business days.
4. SLA, Warranties and Acknowledgements
4.1. Authority
You warrant that where you have registered to use the Service on behalf of another person, you have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service you bind the person on whose behalf you act to the performance of any and all obligations that you become subject to by virtue of these Terms, without limiting your own personal obligations under these Terms. You will be responsible for all activities that occur on the Platform under your access credentials or your company’s account. Please take care in adding additional users and setting access permissions, and tell us straight away if you think there has been a security breach.
4.2. Service Level Agreement (SLA)
Wodely warrants to customers on “Professional” or “Enterprise” subscription plans: i) Wodely will use commercially reasonable efforts to maintain a minimum Monthly Uptime Percentage of 99.5%, excluding (a) scheduled maintenance (with at least 48 hours’ notice where possible); (b) events beyond the reasonable control of Wodely, such as natural disasters, ISP failures, or DDoS attacks; and (c) outages caused by customer technology issues or third-party vendor failures. ii) The functionality and features of the Service will not materially decrease during any paid term. iii) Support services will not materially degrade during any paid term.
- Monthly Uptime Percentage: 99.5%
- Service Credit: 5% of the monthly subscription fee for each full hour of downtime beyond the SLA threshold, capped at 100% of the monthly subscription fee.
LIMITED REMEDY: The sole and exclusive remedy for Wodely’s failure to meet the Monthly Uptime Percentage shall be the provision of a service credit (or refund if this agreement is not renewed) for the applicable month, as outlined above. Customers must notify Wodely in writing of any breach within 30 days after the end of the applicable month, including detailed evidence of the downtime event(s).
4.3. Warranties
Wodely gives no warranty about the Service. The software and service are provided AS IS. Without limiting the foregoing, we do not warrant that the Service will meet your requirements, that it will be suitable for any particular purpose, or that it will be available on an uninterrupted, secure, or error-free basis. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
4.4. Consumer Guarantees
You warrant and represent that you are acquiring the right to access and use the Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Service, the Platform or these Terms.
4.5. Data Retention
For existing customers, completed tasks and archived data are retained in our system for up to 12 months for tracking and reporting purposes. After this period, the data will be deleted from our database. Customers can export and download data to their local storage for longer retention before this period ends.
If a customer stops paying the subscription or cancels it, they will have a 90 days period to download their account data. After this period, the account data will be deleted from our system.
4.6. Viruses
Wodely does not guarantee that the Platform will be secure or free from bugs or viruses. You should use your own virus protection software. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Platform. You must not misuse the Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform. You must not attack the Platform via a denial-of-service attack or any other means.
4.7. Passwords
Customer must keep its passwords secure and confidential; Customer is solely responsible for their data and all activity in its account in the Service; Customer must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Wodely promptly of any such unauthorized access.
4.8. Privacy
Wodely’s privacy policy (available on the Platform) describes the privacy issues in using the Service and the mobile apps. Customer acknowledges and agrees to the terms of this Privacy Policy, and that it may be modified over time.
5. Limitation of Liability
Wodely has no liability for consequential loss, loss of profit (actual or anticipated) or for other damages of any kind, however caused, arising in any way out of or in connection with the Service.
Wodely will not be responsible for failure to fulfil any obligation if due to an act of God, strike, lockout or other interference with work, war, blockade, disturbance, lightning, fire, earthquake, storm, flood, explosions, governmental or quasi-governmental restraint, intervention, direction or embargo.
In no event will Wodely’s aggregate liability arising out of or in connection with the Terms and your use of or inability to use the Platform and Service exceed the Charges you have paid to Wodely.
Wodely may offer booking and invoicing systems, or other systems through which your customers or merchants can pay for your services via third-party payment gateways, such as Stripe, or any other payment method. Wodely is not responsible for any payments processed (or not processed) between your business and your customers (payers). Any payment disputes and issues must be resolved directly between you and your customers. We have the right to suspend or terminate the Service and refuse any and all current or future use of the Service for any reason at any time.
6. Termination and indemnification
Wodely has the right to suspend or terminate the Service and refuse any and all current or future use of the Service for any reason at any time.
Trial accounts that remain unsubscribed for over 90 days will be considered abandoned and may be subject to deletion by the Wodely team. Upon termination of your account or cancellation of your subscription, you have the option to export data from the admin dashboard within 90 days. Accounts without an active subscription for more than 90 days will be deemed abandoned and may be deleted by the Wodely team.
Use of the Service may be cancelled by the you at any time. Any monthly or yearly charges will not be refunded when you cancel. Any usage since the last charge will be prorated for the portion of the uncharged month which the account was active. To cancel the service, please send an email to [email protected].
You indemnify Wodely against all claims, costs, damage and loss arising from your breach of any of the Terms. You may have to pay Wodely for any costs, (including by not limited to) relating to the recovery of any Charges that are due but have not been paid by you.
7. Modification to the Service and Prices
Wodely reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. Charges are subject to change upon 7 days’ notice from us. Wodely shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
8. Service Availability
Whilst Wodely intends that the Service should be available 24 hours a day, seven days a week, it is possible that on occasions the Service or Platform may be unavailable to permit maintenance or other development activity to take place, or for reasons outside our control. If for any reason we have to interrupt the Services for longer periods than we would normally expect, we will use reasonable endeavours to publish in advance details of such activity, typically by email.
9. Charges & Payment
Wodely charges on a per use basis or as specified in the terms notified to a user for any additional features or services. Monthly paying subscribers to Wodely will be charged monthly automatically via their nominated card. The monthly payments will be based on the usage of the previous month. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes.
Invoice amounts are due and payable within the period noted on the invoice. If a deduction of the Charges payable is unsuccessful, we have the right to suspend service until full payment has been made. We are not responsible for pricing, typographical or other errors in any offer by us and we reserve the unilateral right to cancel any subscriptions resulting from such errors.
Wodely is an Australia business. Pricing for Australia-based customers is GST inclusive.
10. Refunds
The Service is billed in advance on a monthly or annual basis and fees are non-refundable. There will be no refunds for partial months of service, upgrade or downgrade refunds, or refunds for months unused with an open account. Please notify us in writing to [email protected] if you have any difficulty in deactivating your subscription.
11. Contacting Wodely
You can contact Wodely via email at [email protected]
12. General
12.1. Entire agreement
The Terms (including our privacy policy) and the terms of any plan you purchase together constitute the entire agreement between you and us relating to the Service, and supersede and replace any prior agreement, arrangement or understanding relating the Service.
12.2. Assignment
We may assign or transfer these Terms, at our sole discretion, without restriction. You may not assign or transfer your rights under these Terms without our prior written consent, which may be withheld in our absolute discretion.
12.3. Governing law
The Terms will be governed by and construed in accordance with Australia law. You agree to submit to the exclusive jurisdiction of the courts of Australia with respect to any claim or matter arising out of or in connection with the Terms or their termination. Unless we agree otherwise, any dispute arising out of or in connection with the Terms will be referred to and finally resolved by arbitration before a sole arbitrator in accordance with the Arbitration Rules of the Arbitrators’ and Mediators’ Institute of Australia for the time being in force.
12.4. Waiver
No failure or delay by Wodely to exercise any right or remedy provided under the Terms or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.
12.5. Severability
If any provision or part-provision of these Terms is or becomes void, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision will be severable and deemed to be deleted, and will not affect the validity, legality or enforceability of the remaining provisions.
The Terms were last updated on 6th March 2022.