Terms of Service

Subject to your compliance with the Terms, we grant you a limited, non-exclusive, non-transferable license to access and use the Platform for your personal or internal business purposes.  

You are responsible for complying with all applicable laws, regulations, and policies in connection with your use of the Platform. 

You may not: 

• use the Platform for any other purpose, including but not limited to reselling the Platform, without our prior written consent; 
• permit a third party to use the Platform unless approved in writing by us and they agree to be governed by these Terms; 
• copy, modify, create derivative works of, distribute, sell, transfer, or otherwise exploit any part of the Platform or any content or materials provided therein, except as expressly authorized in writing by CLT Toolbox;  
• reverse engineer, decompile, disassemble, or attempt to discover the source code of the Platform or cause or permit a third party to do so (including through the use of large language models);  
•  use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party’s use and enjoyment of the Platform;  
• attempt to gain unauthorized access to the Platform or any of its content or materials, or to any systems or networks connected to the Platform, through hacking, password mining, or any other means; or 
• access, store any material that is unlawful, harmful, threatening, defamatory, obscene, facilitates illegal activity, depicts sexually explicit images, causes damage or injury to any person or property or violates any law. 

You must: 

• immediately notify CLT Toolbox if you become aware of any unauthorized use or infringement of CLT Toolbox’s Intellectual Property Rights in the Platform;  
• maintain confidentiality of your account information and password. You are also responsible for any activities that occur under your account; and  
• immediately notify CLT Toolbox and change your password if you suspect your account information and/or password has been compromised, including where you detect any unusual activity on your account. 

In order to use the Platform, the User will be required to register for an account on the Platform.  

When registering an account, the User is required to provide, true, accurate and complete information and must continue to keep such information up to date at all times after registration. Failure to comply with this clause 3.2 is a breach of this agreement and may result in the User’s account being suspended or terminated in accordance with clause 9.2. 

When registering for an account the User will select a Subscription Plan which will determine the Fees payable in accordance with clause 5.   

When registering for an account you will provide information, including:

• name (including ABN or ACN where applicable); 
• address; 
• the number of persons who will have the ability to use or access the account (each a Seat Holder); 
• the length of subscription the User wishes to subscribe for (Initial Subscription Period); and 
• billing information and details.

The Website and the User Policies will set out the renewal process at the end of the Initial Subscription Period and any Further Subscription Periods. 

The User must ensure that all Seat Holders comply with these Terms. The User is, at all times, responsible for the actions of all Seat Holders as if they were the actions of the User. 

Where there are multiple Seat Holders: 

• the User must subscribe for one profile per Seat Holder (each a Seat);  
• the User must ensure that only one person uses the log-in details for each Seat; and 
• the first created Seat will be designated administrative privileges for the User’s subscription, unless and until the User or that Seat Holder designates another Seat Holder as the Seat with administrative privileges.   

The User agrees to pay the fees for the Platform as published on the CLT Toolbox website (Website) or as otherwise agreed upon between the parties (Fees). All fees are payable in advance and are non-refundable.  

Upon receipt of payment, the User will be granted access to the Platform for the time period selected by the User.  

CLT Toolbox reserves the right to modify the fees for the Platform at any time, with notice to the User and with effect from the end of the Initial Subscription Period or any Further Subscription Period. The User may cancel their subscription to the Platform at any time, but no refunds will be provided on account of any remaining or unused part of the Subscription Period. In accordance with clause 9.2, CLT Toolbox reserves the right to suspend or terminate access to the Platform if the User fails to make timely payment of Fees. 

The User acknowledges and agrees that third party applications may apply to any part of the Platform and any use of such third party applications is subject to their terms and conditions (Third Party Terms). 

By accessing or using a third party application, the User agrees to be bound by those Third Party Terms. If a User does not agree to any Third Party Terms, they must immediately cease using the Platform. 

CLT Toolbox will use reasonable endeavours to notify Users of any parts of the Platform that are subject to Third Party Terms. 

The User is responsible for ensuring that all Seat Holders also comply with Third Party Terms. 

Intellectual Property Rights mean all intellectual and industrial property rights and interests of whatever nature throughout the world conferred under statute, common law or equity, whether existing now or at any time in the future, and includes rights in respect of, or in connection with copyright, trademarks, service marks, inventions, brand names, product names, domain names, designs, patents, semiconductor and circuit layout rights, confidential information, trade secrets, know-how, business or company names, or other proprietary rights (whether registered or not registrable), and any rights to registration of such rights.  

The Platform and all content and materials provided therein, including all Intellectual Property Rights (Our Material), are owned by CLT Toolbox or its licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws (as applicable to each item of Our Material).  

The parties agree that the Platform and Our Material are and shall remain the exclusive property of CLT Toolbox or its licensors.  

Where you upload any data to the Platform (User Material) you grant us a perpetual, irrevocable, worldwide and royalty free licence to use to the User Material to the extent necessary to provide and maintain the Platform for you.  

The parties agree that ownership of the User Material shall remain with the User or its licensors.  

The User acknowledges and agrees that any feedback, suggestions, or ideas provided by the User to CLT Toolbox regarding the Platform may be used by CLT Toolbox in any manner without any obligation to the User. The User agrees that any derivative works or improvements created by CLT Toolbox using such feedback, suggestions, or ideas shall be owned exclusively by CLT Toolbox.  

In this clause, Confidential Information means in respect of a party (the disclosing party) any and all non-public information which is now or at any time before or after the date of these Terms disclosed to, or otherwise received by, the other party (the receiving party) pursuant to these Terms concerning the disclosing party, or its business, products or services that has been identified as confidential or proprietary or that would be understood to be confidential or proprietary by a reasonable person, whether orally or in writing, including without limitation any information or analysis derived from such Confidential Information, excluding information that: 

• was, is or has become lawfully available to the public otherwise than through breach of this agreement or any other obligation of confidence; or 
• was known to and at the free disposal of the receiving party prior to the date of disclosure of such Confidential Information to it; or 
• was disclosed to the receiving party by a third party having the right to make such disclosure.

Each party (as a receiver of Confidential Information from the disclosing party) undertakes in relation to that Confidential Information to keep that Confidential Information confidential, not to disclose it to third parties without the disclosing party’s written consent and to use that Confidential Information only for the purpose of receiving or providing services under these Terms. 

A receiving party may disclose the Confidential Information disclosed to it by the disclosing party to its officers and employees on a strictly need to know basis. The receiving party will be liable to the disclosing party for any unauthorised disclosure of the Confidential Information by its officers and employees. 

A receiving party may disclose the Confidential Information to the extent required by law, any applicable accounting standards, the rules of any stock exchange or order by any court, provided the receiving party (where practicable): 

•  notifies the disclosing party as soon as possible after it becomes aware that it may be required to disclose Confidential Information; 
• consults with the disclosing party with a view to agreeing the form, content, timing and manner of disclosure, including taking into account any actual basis that the disclosing party may have to prevent or restrict disclosure; and 
• gives all reasonable assistance and co-operation the disclosing party considers necessary to ensure that as far as possible the extent of disclosure of the Confidential Information is strictly limited to that required.

The receiving party must, upon receipt of written notice by the disclosing party from time to time requiring the return or destruction of any of the Confidential Information of the disclosing party in the possession, custody or control of the receiving party comply with that notice. 

Each party acknowledges that breach of this clause 8 by it may cause the other party irreparable damage for which monetary damages may not be an adequate remedy. Accordingly, in addition to other remedies that may be available, a party may seek injunctive relief against such a breach or threatened breach. 

This clause survives the termination of these Terms. 

The term of this this agreement will begin on the date that the User first accesses or uses the Platform and will continue until terminated by either party in accordance with the Terms.  

CLT Toolbox reserves the right to suspend or terminate the User’s access to and use of  the Platform if, at any time: 

• the User or the User’s Seat Holder breaches the Terms; or  
• CLT Toolbox suspects, on reasonable grounds, that the User or the User’s Seat Holder has committed or may commit a breach of the Terms. 

In the event of any suspension or termination in accordance with clause 9.2, CLT Toolbox will not be liable to the User or to any third party for any claims or loss arising out of or in connection with the suspension, termination or any other actions taken by CLT Toolbox in connection with such suspension or termination. 

The User may terminate its use of the Platform by closing their account. 

Upon termination, the User’s right to access or use the Platform will immediately cease, and the User must immediately delete or destroy all copies of the Platform and any other materials related to the Platform in their possession or control.  

No refund will be provided on account of any remaining or unused part of the Subscription Period. 

To the maximum extent permitted by law the Platform, including but not limited to the computations, educational content, and other materials and information provided on the Platform, is intended for informational and educational purposes only. We make no warranties or representations as to the accuracy, reliability, completeness, or suitability of such content and will not be liable for any errors or omissions. 

The Platform is not intended as a substitute for professional advice You are solely responsible for verifying the accuracy and completeness of the computations and for ensuring that they are appropriate for your intended use in the design of buildings and other structures. You should seek the advice of a qualified professional as needed. 

You acknowledge that we have not given any guarantee, representation, warranty except as expressly provided in the Terms. 

To the fullest extent permitted by law, we will not be liable to you for any loss or damage whatsoever or howsoever caused arising directly or indirectly, including consequential loss, in connection with its use of the Platform under the Terms other than: 

• loss or damage which it is unlawful to exclude; 
• loss or damage caused by the gross negligence, fraud or wilful default of CLT Toolbox or any of its officers, employees or agents; and 
• loss or damage in connection with any fraudulent, unlawful or negligent act or omission by us or our personnel. 

To the extent the consumer guarantees under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) apply to the supply of the services under these Terms, the Supplier limits its liability in respect of any claim arising under the Australian Consumer Law to the resupply of the services. 

The Supplier’s maximum aggregate liability howsoever arising under or in connection with this agreement shall not exceed the amount of Fees paid to the Supplier in the 12- month period immediately preceding the first incident which gave rise to a claim. 

Our liability under this clause will be reduced to the extent that the relevant loss, damage, liability, cost or expense was caused by you. 

This agreement is governed by the law applying in Victoria, Australia.

Each party irrevocably submits to the exclusive jurisdiction of the courts exercising jurisdiction in Victoria in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum. 

We reserve the right to change or modify the Terms (for the avoidance of doubt, including the Terms, User Policies and Privacy Policy) at any time. You agree that posting the changes on the Website will be sufficient notice to you. By continuing to use or access the Platform following any changes to these Terms, you signify that you have read, understood and agree to be bound by the updated Terms.  

We reserve the right to modify or update the Platform at any time, without prior notice to the User. The Terms will govern any upgrades or updates.  

Please refer to our Privacy Policy for information about how we collect, use, store, process and disclose your personal information. 

Any notice given under these Terms that is required to be given in writing may be sent by email. 

If any provision of these Terms is found to be invalid or unenforceable, that provision will be enforced to the maximum extent possible, and the other provisions of these Terms will remain in full force and effect. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. 

The failure of the Platform’s owner to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found to be invalid or unenforceable, that provision will be enforced to the maximum extent possible, and the other provisions of the Terms will remain in full force and effect.