Legal
These Terms of Use form a binding agreement between Piksort Pty Ltd ("DC Workflow") and the organisation that has subscribed to the DC Workflow service ("Customer"). By subscribing via Microsoft AppSource, deploying the application through Teams Admin Center, or permitting your users to access the service, the Customer accepts these terms on behalf of its organisation. Individual users access the service under the Customer's own internal policies and the authority the Customer grants them.
The following terms have the meanings set out below throughout this agreement.
Access to and use of the Service is conditional on the Customer accepting and complying with this Agreement. Acceptance occurs when any of the following take place:
If the Customer does not agree to these terms, the Customer must not activate a subscription, deploy the application, or permit Authorised Users to access the Service.
The individual accepting these terms on behalf of the Customer represents that they have the authority to bind the Customer organisation to this Agreement. If you are accepting on behalf of your employer or another legal entity, you represent that you have the authority to do so.
Subject to the Customer's compliance with this Agreement and payment of applicable subscription fees, DC Workflow grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service during the Subscription Term for the Customer's internal business operations.
This licence permits the Customer to:
This licence does not include the right to resell, redistribute, white-label, or sublicense the Service to any third party. All rights not expressly granted are reserved by DC Workflow.
The Customer and its Authorised Users must use the Service only for lawful purposes and in accordance with this Agreement. The following are expressly prohibited:
The Service operates as a Microsoft Teams application and integrates with Microsoft Graph APIs. The Customer acknowledges that use of those underlying Microsoft services is governed by the Customer's agreement with Microsoft, including the Microsoft Online Services Terms and Microsoft's Acceptable Use Policy. DC Workflow is not responsible for Microsoft's service availability, policies, or changes to the Microsoft Ecosystem that affect the Service.
The Customer is solely responsible for the following:
Provisioning and deprovisioning Authorised Users, managing permissions within the Customer's Microsoft Entra ID tenant, and ensuring only current employees and authorised contractors have access.
Designating at least one Customer administrator responsible for the Teams Admin Center deployment, reviewing access logs, and acting as the primary contact for service-related communications.
Establishing and enforcing the Customer's own acceptable use, document control, and information security policies as they apply to Authorised Users of DC Workflow.
Ensuring appropriate SharePoint and OneDrive permissions are in place before integrating document libraries with DC Workflow. DC Workflow accesses only the sites and libraries the Customer explicitly grants access to.
Providing accurate organisation and billing information at subscription and keeping that information current throughout the Subscription Term.
Ensuring the Customer's use of the Service complies with all laws, regulations, and industry standards applicable to the Customer's business, including document management and records retention obligations.
DC Workflow is designed to operate natively within the Microsoft 365 ecosystem. The following describes how the Service interacts with Microsoft components.
The Customer's use of the above Microsoft services is governed by the Customer's own agreements with Microsoft. DC Workflow does not warrant the availability, performance, or continued operation of any Microsoft service.
The Customer retains full ownership of all Customer Data. DC Workflow claims no intellectual property rights over Customer Data and processes it solely to deliver the Service as described in this Agreement.
Documents remain in your tenant. DC Workflow does not copy, extract, or store the contents of documents managed through the Service. Document files reside exclusively in the Customer's Microsoft 365 SharePoint or OneDrive environment. DC Workflow accesses document metadata (name, site reference, review status) but never the file content itself.
DC Workflow processes Customer Data as a data processor acting on the instructions of the Customer as data controller. Where required by applicable privacy law — including the Australian Privacy Act 1988 (Cth), the EU General Data Protection Regulation (GDPR), or equivalent legislation — the parties may execute a separate Data Processing Agreement ("DPA"). A standard DPA is available upon request from privacy@dcworkflow.com.
DC Workflow implements appropriate technical and organisational measures to protect Customer Data, including encryption in transit (TLS 1.2+), encryption at rest, access controls, and audit logging. Details of our security practices are available at dcworkflow.com/security.
DC Workflow subscriptions are purchased through Microsoft AppSource and billed by Microsoft in accordance with the Customer's agreement with Microsoft. DC Workflow is not a party to the billing relationship between the Customer and Microsoft for marketplace transactions.
The Customer may upgrade or change its subscription plan through the Microsoft AppSource portal. Plan changes take effect at the next billing cycle unless otherwise indicated. Downgrades that reduce the permitted number of Authorised Users take effect at the end of the current billing period.
If a subscription payment fails, Microsoft notifies DC Workflow via a marketplace lifecycle event. DC Workflow will suspend access to the Service within a reasonable period following notice of non-payment. Access is restored promptly once the payment issue is resolved with Microsoft.
The Customer may cancel its subscription at any time through the Microsoft AppSource portal. On cancellation, the Customer's access to the Service continues until the end of the current paid period. DC Workflow does not provide pro-rata refunds for unused subscription periods unless required by applicable law. Following the end of the paid period, Customer Data is retained for 30 days, during which the Customer may request an export, before being permanently deleted.
DC Workflow may change subscription pricing with at least 30 days' advance notice to the Customer. Price changes take effect at the start of the next billing cycle following the notice period. Continued use of the Service after a price change takes effect constitutes acceptance of the new pricing.
As between the parties:
"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
Each party agrees to: (a) hold the other's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to exercise rights or fulfil obligations under this Agreement; and (c) not disclose Confidential Information to any third party without prior written consent, except to employees or contractors who need to know it and are bound by equivalent confidentiality obligations.
Confidentiality obligations do not apply to information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was lawfully known to the receiving party without restriction before disclosure; (iii) is independently developed without reference to the Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice where permitted.
Customer Data is treated as Confidential Information of the Customer. DC Workflow will not access, use, or disclose Customer Data except as necessary to provide the Service or as directed by the Customer.
DC Workflow warrants that: (a) it has the right to enter into this Agreement and to grant the licences set out herein; (b) the Service will perform materially in accordance with its published documentation during the Subscription Term; and (c) DC Workflow will implement and maintain reasonable administrative, physical, and technical security measures appropriate for the nature of the Customer Data processed.
The Customer warrants that: (a) it has the authority to enter into this Agreement; (b) its use of the Service and all Customer Data complies with applicable law; and (c) it has obtained all necessary consents to provide any personal data of Authorised Users to DC Workflow for processing in connection with the Service.
EXCEPT AS EXPRESSLY SET OUT IN SECTION 11.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". DC WORKFLOW DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DC WORKFLOW DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ALL DEFECTS WILL BE CORRECTED. THE CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE SERVICE IS SUITABLE FOR ITS REGULATORY AND COMPLIANCE REQUIREMENTS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
DC Workflow will defend, indemnify, and hold harmless the Customer against any third-party claim alleging that the Service, as provided by DC Workflow and used in accordance with this Agreement, infringes or misappropriates a third party's intellectual property rights. This indemnity does not apply to claims arising from: (a) Customer Data; (b) modifications to the Service made by or on behalf of the Customer; (c) use of the Service in combination with third-party products not approved by DC Workflow; or (d) use of the Service in breach of this Agreement.
The Customer will defend, indemnify, and hold harmless DC Workflow against any third-party claim arising from: (a) Customer Data, including any allegation that Customer Data infringes a third party's rights or violates applicable law; (b) the Customer's or its Authorised Users' breach of this Agreement; or (c) use of the Service in a manner not authorised by this Agreement.
The party seeking indemnification must: (i) promptly notify the indemnifying party in writing upon becoming aware of the claim; (ii) grant the indemnifying party sole control of the defence and settlement, provided that the indemnifying party may not settle on terms that impose obligations or liability on the indemnified party without consent; and (iii) provide reasonable cooperation at the indemnifying party's expense.
DC Workflow provides service level commitments and support entitlements as described in the Service Level Agreement ("SLA") published at dcworkflow.com/support. The SLA forms part of this Agreement and specifies uptime targets, response times, and credit mechanisms for each subscription tier.
In the event of a conflict between the SLA and these Terms of Use regarding service levels, the SLA controls. DC Workflow may update the SLA with 30 days' notice, provided that any update will not materially reduce the Customer's entitlements during a current paid Subscription Term without the Customer's consent.
DC Workflow is not liable for service unavailability caused by: (a) Microsoft 365 or Azure platform outages; (b) the Customer's network, equipment, or Microsoft tenant configuration; (c) scheduled maintenance communicated in advance; or (d) events outside DC Workflow's reasonable control.
This Agreement commences on the date the Customer activates a subscription and continues for the duration of the Subscription Term, renewing automatically in accordance with the terms of the Customer's Microsoft AppSource subscription unless cancelled.
Either party may terminate this Agreement immediately on written notice if the other party: (a) materially breaches this Agreement and fails to cure the breach within 30 days of receiving written notice specifying the breach; or (b) becomes insolvent, is placed into administration, or ceases to carry on business.
On termination or expiry of this Agreement: (a) all licences granted to the Customer cease immediately; (b) the Customer must cease all use of the Service and remove the application from its Microsoft Teams environment; (c) each party must return or destroy the other's Confidential Information upon request; and (d) DC Workflow will retain Customer Data for 30 days following termination, during which the Customer may request a data export, before permanently deleting it.
Sections 7 (Customer Data), 9 (Intellectual Property), 10 (Confidentiality), 11.3 (Disclaimer), 12 (Limitation of Liability), 13 (Indemnification), 15.3 (Effect of Termination), and 17 (General) survive expiry or termination of this Agreement.
DC Workflow may update these Terms of Use from time to time. For material changes — those that reduce Customer rights, increase Customer obligations, or significantly alter the nature of the Service — DC Workflow will provide at least 30 days' written notice to the Customer administrator's registered email address before the changes take effect.
For non-material changes (such as clarifications, typographical corrections, or updates to reflect changes in applicable law that do not reduce Customer rights), DC Workflow may update these terms with immediate effect by posting the updated version and revising the version number and effective date at the top of this page.
If the Customer does not agree to a material change, it may terminate its subscription before the change takes effect by providing notice in accordance with Section 15. Continued use of the Service after the effective date of any change constitutes acceptance of the updated terms.
This Agreement is governed by the laws of Western Australia, Australia, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of Western Australia for any dispute arising under or in connection with this Agreement, except that either party may seek injunctive or other equitable relief in any jurisdiction where necessary to protect its intellectual property or confidential information.
Before commencing formal legal proceedings (other than for urgent interlocutory relief), the parties will attempt to resolve any dispute through good faith negotiation at the level of senior management. If a dispute is not resolved within 20 business days, either party may refer it to mediation under the rules of the Australian Disputes Centre before resorting to litigation.
This Agreement, together with the SLA, DPA (if executed), and any executed Order Form, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior negotiations, representations, warranties, and agreements. Any pre-printed terms on a Customer purchase order are void and of no effect.
The Customer may not assign or transfer this Agreement or any rights or obligations under it without DC Workflow's prior written consent, which will not be unreasonably withheld. DC Workflow may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets on 30 days' notice to the Customer. Any purported assignment in violation of this section is void.
If any provision of this Agreement is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force. A party's failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any future right to enforce it.
Neither party is liable for failure to perform its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including natural disasters, acts of government, widespread internet outages, or Microsoft platform failures. The affected party will notify the other promptly and resume performance as soon as reasonably practicable.
Notices under this Agreement must be in writing and delivered by email to the addresses specified in the Order Form or, in the absence of an Order Form, to the Customer's administrator email on record and to legal@dcworkflow.com for DC Workflow. Notices are effective upon confirmed delivery.
For contract questions, custom enterprise agreements, Data Processing Agreements, or legal notices, contact our legal team directly.
Piksort Pty Ltd · Western Australia, Australia