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OLALA Agency

Terms and Conditions

OLALA Agency Terms and Conditions outline the rules governing use of our SaaS applications, subscriptions, digital content, cloud services, domain name services and related technology solutions. They explain client responsibilities, intellectual property rights, privacy, security, payments, acceptable use, service availability and applicable Australian legal requirements.

Version 1.1 

Effective date: 12/01/2024 


These Terms and Conditions ("Terms") govern access to and use of websites, software, Software as a Service ("SaaS") applications, subscription services, digital content, professional services, domain name services and other products and services supplied by OLALA Agency ("OLALA Agency", "we", "us" or "our").

By creating an account, purchasing or subscribing to a Service, accessing subscriber-only content, requesting services, or otherwise using our Services, you agree to these Terms.

If you are accepting these Terms on behalf of a company, organisation or other legal entity, you represent that you have authority to bind that entity to these Terms.

These Terms should be read together with our Privacy Policy, Cookie Policy, any applicable order, proposal, statement of work, subscription agreement, service description or other agreement entered into between you and OLALA Agency.

1. Definitions

For these Terms:

Account means an account created to access an OLALA Agency Service.

Authorised User means an individual authorised by a Client to use a Service under the Client's subscription.

Client means an individual, company, organisation or other entity that purchases, subscribes to or is authorised to use our Services.

Client Data means information, files, documents, database records, personal information and other data submitted to, processed by or stored through a Service on behalf of a Client.

Content means articles, documents, reports, guides, downloads, images, software, documentation and other material made available by OLALA Agency.

Services means our websites, SaaS applications, subscriptions, integrations, hosting arrangements, domain name services, professional services and related products and services.

Subscription Content means Content that is available only to Clients or Authorised Users under a paid or otherwise restricted subscription.

2. OLALA Agency Services

OLALA Agency provides technology and digital services that may include:

  • SaaS applications;

  • business applications and web applications;

  • Microsoft Azure-hosted systems;

  • data, analytics and reporting solutions;

  • integrations and automation;

  • Microsoft-related technology services;

  • website and application development;

  • subscriber-only articles, documents and digital resources;

  • domain name registration and management services;

  • domain name reseller services;

  • hosting and related digital services; and

  • professional and consulting services.

The particular Services supplied to a Client may be described in an order, quotation, proposal, subscription, statement of work or separate agreement.

3. SaaS Applications and Hosting

OLALA Agency SaaS applications may operate within Microsoft Azure and other Microsoft cloud services.

Depending on the Service and the Client's requirements, an application or components of an application may operate:

  • within an OLALA Agency-controlled Microsoft Azure tenant or subscription;

  • within infrastructure controlled by OLALA Agency;

  • within a Client's Microsoft tenant, Azure subscription or other environment;

  • across a combination of OLALA Agency and Client environments; or

  • through third-party infrastructure and services required to provide the Service.

The applicable architecture may differ between Clients and Services.

Where a Service operates within a Client-controlled environment, the Client remains responsible for the parts of that environment under its control, including user administration, licensing, configuration, access permissions and security settings unless otherwise agreed in writing.

4. Third-Party Cloud Services

Our Services may depend on third-party technology providers, including Microsoft and other cloud, communications, payment, authentication, domain name, email, artificial intelligence and infrastructure providers.

Those providers operate independently from OLALA Agency and may apply their own terms, policies, availability commitments and technical restrictions.

We are not responsible for an interruption or failure caused solely by a third-party service outside our reasonable control, subject always to any rights or remedies that cannot lawfully be excluded.

5. Accounts

You must provide accurate and current information when creating or maintaining an Account.

You are responsible for:

  • maintaining the confidentiality of your credentials;

  • using appropriate passwords and authentication controls;

  • ensuring that only Authorised Users access your Account;

  • promptly notifying us of suspected unauthorised access; and

  • actions performed through your Account where those actions result from your failure to appropriately protect your credentials.

Accounts are personal to the authorised user and must not be shared unless the applicable Service expressly permits shared accounts.

We may require multi-factor authentication or other security controls for particular Services.

6. Subscription Licences

A subscription provides the Client with a limited, non-exclusive, non-transferable right to use the subscribed Service for the subscription period and within any applicable user, company, usage or other limits.

Purchasing a subscription does not transfer ownership of the software, platform, Content or intellectual property to the Client.

Unless expressly agreed otherwise, subscriptions may only be used by the Client and its Authorised Users for the Client's own internal business purposes.

7. Subscriber-Only Articles, Documents and Content

Some articles, documents, reports, guides, resources and other Content may be available only as part of a subscription.

Subscription Content is licensed to the subscribing Client and its Authorised Users. It is not sold or transferred to the Client.

Unless we expressly authorise it in writing, you must not:

  • provide Subscription Content to another person or organisation that is not entitled to access it;

  • share subscriber credentials with another person;

  • republish Subscription Content publicly;

  • upload Subscription Content to another website, repository, document library or public platform;

  • distribute Subscription Content by email, messaging services or file-sharing services outside the authorised organisation;

  • sell, sublicense or commercially redistribute Subscription Content;

  • systematically copy or download Subscription Content;

  • scrape, crawl or automatically extract Subscription Content;

  • remove copyright, confidentiality, attribution or ownership notices; or

  • use Subscription Content to create a competing content library, database, product or service.

An Authorised User may reasonably use Subscription Content internally within the subscribing organisation where this is consistent with the purpose of the subscription.

Nothing in these Terms restricts rights that a person may have under applicable copyright law, including statutory exceptions that cannot lawfully be restricted.

8. Intellectual Property

Unless otherwise stated, OLALA Agency or its licensors owns all intellectual property rights in:

  • OLALA Agency software;

  • application source code and object code;

  • website content;

  • application interfaces;

  • designs;

  • documentation;

  • articles;

  • reports;

  • graphics;

  • databases created by OLALA Agency;

  • templates;

  • processes;

  • methodologies;

  • branding; and

  • other materials created or supplied by OLALA Agency.

These Terms do not transfer ownership of that intellectual property.

The Client retains ownership of Client Data and intellectual property supplied by the Client.

Where custom software, reports, documentation or other deliverables are developed specifically for a Client, ownership and licensing will be determined by the applicable proposal, statement of work or other written agreement.

9. Client Data

As between the Client and OLALA Agency, the Client retains its rights in Client Data.

The Client grants OLALA Agency the rights reasonably necessary to host, copy, transmit, process, back up and otherwise handle Client Data for the purpose of providing, supporting, securing and maintaining the Services.

We will not acquire ownership of Client Data merely because it is processed by our Services.

The Client is responsible for ensuring that it has the legal authority to provide Client Data to us and to instruct us to process that data.

10. Privacy and Personal Information

We handle personal information in accordance with applicable Australian privacy law and our Privacy Policy.

Where applicable, this includes the Privacy Act 1988 (Cth), the Australian Privacy Principles and the Notifiable Data Breaches scheme.

Our Privacy Policy explains matters including:

  • the categories of personal information we collect;

  • why we collect it;

  • how it is used and disclosed;

  • service providers that may process information;

  • storage and security;

  • cookies and similar technologies;

  • access and correction;

  • overseas disclosure where applicable;

  • data breach handling; and

  • how privacy enquiries or complaints may be made.

Where OLALA Agency processes personal information on behalf of a Client through a SaaS product, the respective privacy responsibilities of OLALA Agency and the Client may depend on the nature of the Service and the parties' roles in relation to that information.

11. Security

OLALA Agency implements reasonable technical and organisational measures appropriate to the Services we provide.

However, no internet-connected system can be guaranteed to be completely secure or continuously available.

Clients must also maintain appropriate security controls for systems and accounts under their control.

You must not:

  • attempt to gain unauthorised access to a Service;

  • circumvent authentication or security controls;

  • probe or test vulnerabilities without written authorisation;

  • introduce malware or malicious code;

  • interfere with the availability or operation of a Service;

  • access another Client's information without authority; or

  • use the Service in a way that creates an unreasonable security risk.

12. Acceptable Use

You must not use our Services:

  • unlawfully;

  • fraudulently;

  • to infringe another person's intellectual property or privacy rights;

  • to distribute malware;

  • to send unlawful spam or unsolicited electronic communications;

  • to impersonate another person;

  • to harass, threaten or abuse another person;

  • to store or distribute unlawful material;

  • to interfere with another user's access;

  • to attempt unauthorised access to systems or data; or

  • in a manner that could reasonably damage the security or operation of our infrastructure.

We may restrict or suspend access where reasonably necessary to protect the security, integrity or lawful operation of a Service.

13. Domain Name Services

OLALA Agency may provide domain name registration, renewal, transfer and management services as a domain name reseller.

Where OLALA Agency acts as a reseller, the relevant domain name is ultimately registered through an applicable accredited registrar or other domain name provider.

For .au domain names, registration and continued use are subject to applicable rules and policies of .au Domain Administration Limited (auDA), including eligibility and licensing requirements.

The accredited registrar remains the registrar of record where required by the applicable domain system.

By requesting registration or management of a domain name, the Client:

  • authorises us to provide information required to process the registration;

  • confirms that information supplied is accurate;

  • confirms that it is eligible to register the requested domain where eligibility rules apply;

  • agrees to comply with applicable registry, registrar and auDA terms and policies;

  • acknowledges that registration requests may be rejected;

  • acknowledges that requesting a domain does not guarantee registration; and

  • remains responsible for maintaining accurate registrant information.

A domain name registration generally represents a licence or contractual right to use the domain for the applicable registration period rather than ownership of the underlying namespace.

14. Domain Name Availability

A domain appearing to be available when searched is not guaranteed to remain available.

Registration is not complete until it has been successfully accepted and recorded by the relevant registrar or registry.

OLALA Agency is not responsible where a requested domain becomes unavailable before registration is completed.

15. Domain Renewals and Expiry

The Client is responsible for ensuring that domain registration and contact information remains current and for paying applicable renewal charges when due.

Where we provide renewal reminders, those reminders are an administrative assistance and do not transfer ultimate responsibility for maintaining the registration to OLALA Agency.

Failure to renew a domain may result in suspension, expiry, deletion or acquisition by another party in accordance with the rules of the applicable registry.

16. Domain Transfers

Clients may request transfer of eligible domain names subject to the applicable registry, registrar and domain licensing rules.

For .au domain names, applicable auDA requirements and eligibility rules continue to apply.

We will not intentionally prevent a legitimate transfer where the Client is entitled to transfer the domain, subject to outstanding legal, regulatory, registry or contractual requirements.

17. Fees and Payment

Fees for Services are specified in the relevant subscription, quotation, invoice, order, proposal or agreement.

Unless otherwise specified:

  • fees are stated in Australian dollars;

  • applicable GST will be dealt with as required by Australian law;

  • invoices must be paid by the stated due date; and

  • subscription fees relate to the applicable subscription period.

Where recurring billing has been expressly authorised, payments may be charged according to the agreed billing cycle.

We may suspend paid Services for materially overdue accounts after providing reasonable notice, where permitted by law and the applicable agreement.

18. Subscription Renewal and Cancellation

The renewal and cancellation terms applicable to a subscription will be displayed or agreed when the subscription is purchased.

Where subscriptions renew automatically, we will apply the renewal arrangements disclosed when the Client subscribed or subsequently agreed to.

Cancellation ends future renewal but does not automatically create an entitlement to a refund for Services already supplied, except where a refund or other remedy is required by law or expressly provided under the applicable subscription terms.

19. Service Changes

Technology Services evolve over time.

We may make reasonable changes to a Service to:

  • improve functionality;

  • maintain security;

  • correct defects;

  • maintain compatibility;

  • comply with law;

  • respond to changes by technology providers; or

  • replace obsolete functionality.

We will not rely on this clause to make changes that would be unlawful or constitute an unfair contract term under applicable Australian law.

Where a material change substantially reduces the core functionality of a paid Service, we will take reasonable steps to notify affected Clients.

20. Availability and Maintenance

We aim to provide reliable Services but do not guarantee uninterrupted or error-free operation unless a specific service level has been agreed in writing.

Services may occasionally be unavailable because of:

  • planned maintenance;

  • emergency maintenance;

  • security incidents;

  • internet or telecommunications failures;

  • third-party cloud failures;

  • Client-controlled systems;

  • circumstances outside our reasonable control; or

  • events reasonably necessary to protect users or infrastructure.

Where reasonably practicable, planned material maintenance will be managed to minimise disruption.

21. Backups and Data Retention

Backup and retention arrangements may differ between Services.

Unless a specific backup, retention or disaster recovery commitment is included in the relevant Service agreement, Clients should not assume that a SaaS subscription constitutes an unlimited archival or backup service.

Where a Service is deployed into a Client-controlled tenant or environment, responsibility for backup and retention may rest partly or entirely with the Client depending on the agreed architecture.

22. Client Responsibilities

The Client is responsible for:

  • ensuring that Authorised Users comply with these Terms;

  • maintaining accurate account information;

  • protecting account credentials;

  • ensuring lawful use of the Services;

  • maintaining appropriate licences for Client-controlled third-party software;

  • providing lawful instructions concerning Client Data;

  • ensuring Client Data does not infringe another person's rights;

  • maintaining Client-controlled infrastructure where applicable; and

  • promptly notifying us of suspected security incidents affecting the Service.

23. Electronic Communications

You consent to receiving operational electronic communications that are reasonably necessary to provide the Services, including:

  • account notices;

  • security notifications;

  • authentication messages;

  • invoices;

  • subscription notices;

  • domain renewal notices;

  • service changes; and

  • support communications.

Commercial electronic messages will be managed in accordance with applicable Australian law, including the Spam Act 2003 (Cth).

Where required, marketing communications will provide an appropriate unsubscribe mechanism.

24. Electronic Transactions

To the extent permitted by law, agreements, notices, consents, acceptance of Terms, invoices and other transactions may be created, accepted, communicated and retained electronically.

Electronic acceptance, including clicking an acceptance button, creating an Account, purchasing a subscription or otherwise electronically indicating agreement, may constitute acceptance of these Terms.

Nothing in this clause excludes requirements imposed by the Electronic Transactions Act 1999 (Cth) or other applicable electronic transactions legislation.

25. Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded, restricted or modified.

Where the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, applies, Clients may have statutory rights and consumer guarantees in addition to rights provided by these Terms.

Our Services come with any guarantees required by the Australian Consumer Law.

If a provision of these Terms would unlawfully exclude or restrict a non-excludable statutory right, that provision is to be read subject to that right.

26. Small Business Contract Protections

Nothing in these Terms is intended to impose an unfair contract term where Australian unfair contract term legislation applies.

Where a Client qualifies for statutory protections relating to standard-form small-business contracts, those protections continue to apply notwithstanding anything else in these Terms.

27. Warranties

We will provide Services with the level of care and skill required by applicable law.

Except for warranties, guarantees and rights that cannot lawfully be excluded, we do not warrant that:

  • every Service will operate without interruption;

  • every Service will be error-free;

  • every Service will meet requirements that were not communicated to and accepted by us;

  • third-party services will remain available indefinitely; or

  • information supplied through articles or general informational Content constitutes professional legal, financial, accounting, taxation or other regulated advice.

28. Articles and Informational Content

Articles, guides and general informational Content published by OLALA Agency are provided for general informational and educational purposes unless expressly stated otherwise.

Such Content does not constitute legal, financial, accounting, taxation or other professional advice.

Clients should obtain appropriate professional advice where decisions depend upon their particular circumstances.

29. Artificial Intelligence Features

Some Services may include artificial intelligence, machine learning or automated functionality.

Unless expressly stated otherwise, AI-generated information should not be treated as guaranteed to be complete, accurate or appropriate for every purpose.

Where important business, legal, financial, safety or other consequential decisions are involved, appropriate human review should be applied.

Additional terms may apply to particular AI-powered Services.

30. Confidentiality

Each party must take reasonable steps to protect confidential information received from the other party.

Confidential information does not include information that:

  • is publicly available other than because of a breach of confidentiality;

  • was lawfully known by the receiving party before disclosure;

  • is independently developed without using the confidential information; or

  • is lawfully obtained from another source without a confidentiality obligation.

A party may disclose confidential information where required by law, court order or regulatory authority.

Subscription Content identified as confidential or made available within a restricted Client subscription may constitute OLALA Agency confidential information.

31. Suspension

We may temporarily restrict or suspend access to a Service where reasonably necessary because of:

  • a material breach of these Terms;

  • an actual or reasonably suspected security incident;

  • unlawful activity;

  • material misuse of the Service;

  • significant risk to other users or infrastructure;

  • a legal or regulatory requirement; or

  • materially overdue fees where suspension is permitted by the applicable agreement and law.

Where reasonably practicable, we will provide notice and an opportunity to address the issue before suspension, unless immediate action is reasonably required for security, legal or operational reasons.

32. Termination

Either party may terminate Services in accordance with the relevant subscription, quotation, order, statement of work or agreement.

We may terminate or suspend a Service for a material breach that is not remedied within a reasonable period after notice, where remediation is reasonably possible.

Termination does not affect rights and liabilities accrued before termination.

Provisions intended by their nature to continue after termination, including intellectual property, confidentiality, payment obligations and applicable limitations of liability, survive termination.

33. Data Following Termination

The treatment of Client Data following termination may depend on the Service.

Where appropriate, we may provide a reasonable opportunity for a Client to retrieve Client Data following termination, subject to:

  • technical feasibility;

  • security requirements;

  • applicable fees;

  • legal obligations; and

  • the applicable Service agreement.

We may subsequently delete Client Data in accordance with our retention policies and legal obligations.

Clients should export information they require before their access ends where export functionality is available.

34. Liability

Nothing in these Terms limits or excludes liability where doing so would be unlawful.

To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental or consequential loss that was not reasonably foreseeable and did not arise directly from the party's breach.

Any limitation of liability applying to a particular commercial Service may also be specified in the relevant subscription agreement, quotation, proposal, order or statement of work.

Any limitation is subject to rights, guarantees and remedies that cannot lawfully be excluded under Australian law.

35. Indemnity

To the extent permitted by law, a Client is responsible for loss reasonably suffered by OLALA Agency resulting directly from:

  • unlawful use of a Service by the Client;

  • material infringement of third-party rights by Client Data;

  • intentional unauthorised access or malicious activity carried out through the Client's Account; or

  • a material breach of these Terms.

This clause does not require a Client to indemnify OLALA Agency for loss caused by OLALA Agency's own negligence, unlawful conduct or breach of contract to the extent such liability cannot lawfully be transferred.

36. Copyright

Content supplied through our Services may be protected under the Copyright Act 1968 (Cth) and other applicable intellectual property laws.

Except as permitted by law or expressly authorised under these Terms, Content must not be reproduced, adapted, communicated, distributed or commercially exploited without the appropriate permission.

37. Trade Marks

OLALA Agency names, logos, branding and other marks may be protected by trade mark, copyright, passing-off and other laws.

These Terms do not grant a right to use OLALA Agency branding except where expressly authorised.

38. Changes to These Terms

We may update these Terms where reasonably necessary because of:

  • changes to our Services;

  • changes in law or regulatory requirements;

  • security requirements;

  • changes to third-party infrastructure; or

  • legitimate operational requirements.

The current version will be published on our website with its effective date.

For material changes affecting an existing paid subscription, we will take reasonable steps to provide appropriate notice.

We will not rely on this provision to make changes that are prohibited by applicable unfair-contract-term laws.

39. Severability

If any provision of these Terms is invalid, unlawful or unenforceable, that provision will be interpreted or limited to the minimum extent necessary, where legally possible, and the remaining provisions will continue to operate.

40. No Waiver

A failure or delay by either party to exercise a right does not constitute a waiver of that right.

41. Assignment

A Client may not transfer its subscription or contractual rights to another organisation without our prior written consent, except where applicable law provides otherwise.

OLALA Agency may assign or transfer an agreement as part of a legitimate corporate restructuring, sale or transfer of the relevant business, subject to applicable law and without reducing any non-excludable rights of the Client.

42. Governing Law

These Terms are governed by the laws of New South Wales, Australia, and applicable laws of the Commonwealth of Australia.

Subject to any rights to bring proceedings in another jurisdiction that cannot lawfully be excluded, the parties submit to the courts having jurisdiction in New South Wales, Australia.

43. Applicable Australian Legislation and Regulatory Frameworks

Depending on the particular Service and circumstances, legislation and regulatory frameworks relevant to OLALA Agency Services may include:

  • Competition and Consumer Act 2010 (Cth), including Schedule 2 — Australian Consumer Law;

  • Privacy Act 1988 (Cth) and the Australian Privacy Principles;

  • the Notifiable Data Breaches scheme under the Privacy Act 1988;

  • Spam Act 2003 (Cth);

  • Electronic Transactions Act 1999 (Cth);

  • Copyright Act 1968 (Cth);

  • applicable trade mark and intellectual property legislation;

  • applicable taxation and GST legislation;

  • applicable State and Territory electronic transactions, contract and consumer legislation; and

  • for .au domain name services, applicable auDA rules, policies and domain licensing requirements.

Other laws may apply depending on the nature of a particular Client, Service, industry, data set or transaction.

Nothing in these Terms is intended to override legislation that cannot lawfully be excluded or modified by contract.

44. Contact

Questions regarding these Terms, a subscription or an OLALA Agency Service may be submitted through the contact details published on the OLALA Agency website.

Privacy-related requests should be submitted using the contact process specified in our Privacy Policy.

OLALA Agency
Australia