The following terms and conditions (the “Terms”) govern your access to, and use of, Cuttable Software as a Service (SaaS) creative marketing platform and all related code, documentation, features, and services (collectively, “Cuttable service“ or “Platform”). Therefore, please read these Terms carefully since they set out the legal rights and obligations between you (“Customer”) and Cuttable Operations Pty Ltd (“Cuttable“, “we“, “our” or “us“).
By accessing, utilising or using any part of the Cuttable platform, dashboard and/or any Cuttable related service, you, and any entity you represent acknowledge that you have reviewed, and you agree to be bound by these terms. If you do not agree to these terms, you may not access or use any part of Cuttable service. Any deviation or changes required to these terms are to be set out in a separate agreement and served as terms to Cuttable for review.
We make Cuttable services available under these Terms to our Customers who have entered into an agreement with us by accepting service or a proposal from us in any form. The Cuttable service may only be used in line with these terms, or any other documentation referenced in these terms, for the sole use within Cuttable proprietary systems and associated services.
Cuttable reserves the right to change or modify the Terms from time to time. Posting the modified Terms on this page will give effect to the revised terms, and customers will be notified of any changes. Your continued use of the Cuttable service indicates your acceptance of any revised terms. Any modification to these terms does change or affect any external agreements or clauses made outside of these terms.
Any customer who does not agree with the modified terms is to communicate any objections to Cuttable within 45 calendar days, and will remain subject to previous terms and conditions until termination or expiration of the applicable terms.
This Agreement governs the access to and use of the Product by Customers and any individual who accesses and/or uses the Product through a provisioned account (“User”).
Subject to your compliance with these Terms, after an agreement, Cuttable grants you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable right of use of Cuttable service.
As a condition to the foregoing, you agree not (and shall not allow any third party) to:
3.1 Copy, distribute, rent, lease, lend, use for time sharing, commercially host, export, modify, adapt, translate, enhance, customise, or otherwise create derivative works of, the Cuttable SaaS platform or associated services or any part thereof;
3.2 Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of, the Cuttable SaaS platform or associated service or any part thereof; without express prior written approval of Cuttable;
3.3 Remove or modify any proprietary notices, labels or legends on or in the Cuttable SaaS platform or associated service;
3.4 Attempt to or execute any disablement of any security or technological features of the Cuttable SaaS platform or associated service;
3.5 Use, post, transmit or introduce any device, code, routine or other items (including without limitation bots, viruses, worms, and Trojan horses) that interferes (or attempts to interfere) with the operation or integrity of the Cuttable SaaS platform or associated service;
3.6 Use the Cuttable service to design or develop any product or service that competes with the Cuttable service or the business of Cuttable, or use the Cuttable SaaS platform or associated service for any unlawful or fraudulent purpose, to breach these Terms, or to infringe or misappropriate any third party intellectual property, privacy, or publicity rights;
3.7 Take any action that imposes or may impose, as determined in Cuttable sole discretion, a disproportionately large load on the Cuttable SaaS platform or associated service infrastructure;
3.8 Publicly disclose the results of any Cuttable service benchmark (or similar comparison) test, without the express prior written approval of Cuttable;
3.9 Use Cuttable service in a manner inconsistent with its then-current documentation;
3.10 Each User is assigned unique login credentials that grant the User access to the system as provided by the customer to Cuttable. Customers and Users are expressly forbidden from allowing another individual to access the system using the same login credentials. Each User account must correspond solely to one individual person;
3.11 Customer may provide User accounts to any individual, including, without limitation, to Customer employees, freelancers, employees of Customer affiliates and
Customer’s own clients. Customer is responsible for Customer’s and its Users’ access to and use of the Product, and Customer Data.
In case of violation of the systems access and restrictions terms in this Section by a Customer, Cuttable may, at its sole discretion, after a fair and reasonable remedy period depending on the severity of the violation, either suspend or terminate access to the system(s).
Cuttable has put in place physical, electronic, and organisational procedures according to industry best practices to safeguard and secure the information (Data) we collect, receive and/or process through or/and with Cuttable services.
Data processing, privacy and protection terms can be found in the Data Protection policy and the Group Data Privacy policy.
4.1 All customer data is the sole responsibility of the Customer, Cuttable takes no responsibility or liability for data or any other material that is uploaded, posted to any other platform, generated and /or stored within the platform(s).
4.2 By using Customer data in or through the Product, Customer warrants that:
4.2.1 Customer owns the Customer Data and/or has the right to use it and the right to grant Cuttable the rights as provided in these Terms;
4.2.2 the Customer Data and Customer’s use of the Customer Data in or through the Product does not violate the privacy rights, publicity rights, copyrights, trade secret rights, contract rights or any other rights of any individual or entity, in any given legislation or regulation;
(c) the Customer Data and Customer’s use of the Customer Data does not violate any applicable laws and does not advocate or could not reasonably be expected to induce illegal activity;
(d) Customer Data and Customer’s use of Customer Data is not threatening, abusive, harassing, stalking, defamatory, deceptive, false, misleading or fraudulent. Cuttable reserves the right to immediately suspend Customer’s account and take appropriate measures if we receive a notice alleging that Customer Data infringes on third party intellectual property rights.
All Customer data and associated system data held within the platform is done so in line with our Cuttable Privacy Policy and Data Protection Policy.
5.1 As you use our Services, you (or we for you) may import (manually or automatically) into our system, personal information you have collected from your users/customers or other individuals. We have no direct relationship with these users/customers or any person other than you, and for that reason, you are responsible for making sure you have the appropriate permission for us to collect and process information about those individuals in line with applicable data protection legislation.
5.2 In some applications, we will process personal information of your customers in order to generate personalised videos. If and whenever we do this, a data processing agreement should be in place to govern this processing procedure. If there is no data processing agreement in place, Cuttable standard data processing agreement will apply.
5.3 No sensitive data types, under the terms of Art 9 of the GDPR, are to be processed within the Platform or any associated media held within the platform.
5.4 Any communications sent via the platform, through any integrations with third party services, are done so by the Customer at their sole discretion and within their own agreements/legal reason for contact with a data subject.
5.5 Any other relevant data protection legislation, based on the location of data processing or geographical location of the data subject, must be considered by the Customer and the relevant steps taken to comply with this legislation. Cuttable will not be responsible or liable for any breach of data protection legislation associated with the processing of Customer or their customers' data.
5.6 We may use user level analytics taken from your system in order to enhance user experience and understand usage of the system to improve functionality and system performance.
5.7 Any third-party integrations or sub-processors of personal data will be conducted in line with the Group Privacy Policy and compliance with the required data protection legislation, this will normally be GDPR unless otherwise stated.
The Cuttable service may include tools giving you the opportunity to provide us with feedback data (such as but not limited to, comments, suggestions, and questions) about the
Cuttable service (“Feedback“). You agree that all rights, title, and interest in and to all Feedback (even if provided to us other than through Cuttable service tools) are and shall remain the sole and exclusive property of Cuttable.
Any feedback given or intended to be given, is only to be done with the express permission of Cuttable or the Group.
In conjunction with any technical support and extended support to which you may be entitled under your Agreement, Cuttable provides email and telephone support (under working hours) for your use of Cuttable service under these Terms.
The Service Level Agreement that is part of these terms and part of your agreement.
8.1 General. All rights regarding the Cuttable platform and the Cuttable services, not expressly granted under these Terms are hereby reserved by Cuttable. In addition, the rights granted by Cuttable to you under these Terms shall terminate immediately upon the earlier of the termination of these Terms (as described in Section 13 below) or your breach of any provision of these Terms.
8.2 Cuttable service. All rights, title, and interest in and to the Cuttable service and its features (such as, but not limited to, graphics and interface), including all reproductions, corrections, modifications, customizations, enhancements and improvements thereof, as well as all related patent rights, copyrights, trade secrets, trademarks, service marks, goodwill, and intellectual property rights, are and shall remain the sole and exclusive property of Cuttable and/or its licensors.
8.3 Any work made by you in our Service. With Cuttable service you have the ability to create creative concepts and generate audio visual works. All the intellectual property of these concepts and audio visual works shall be solely and exclusively owned by you. If our managed service team has created these concepts (including templates) or audio visual works for you, these are also solely and exclusively owned by you.
Both Cuttable and you, as a customer may have access to certain non-public and/or proprietary information of the other, in any form or media, including without limitation trade secrets, technical data, technology, know-how, software codes and designs, price lists, content inputted into AI models and associated prompts and developments (“Confidential Information“).
9.1 You acknowledge and agree that Cuttable service is or contains Confidential Information of Cuttable. Each party shall take measures at least as protective but in no event less than a reasonable standard, as those taken to protect its own Confidential Information, to safeguard the Confidential Information of the other party from unauthorised disclosure and use.
9.2 You may only use our Confidential Information to the extent explicitly granted under these Terms (if any), and you may only disclose our Confidential Information to your employees who have a need to know such Confidential Information and who are subject to written confidentiality undertakings at least as protective of our Confidential Information as set forth herein. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the party disclosing it hereunder.
9.3 In the event that either you or we (the “Recipient“) are required by law, regulation, judicial order or other administrative or legal requirements to disclose the disclosing party’s (the “Disclosure“) Confidential Information, the Recipient agrees to notify the Disclosure immediately in writing unless otherwise prohibited by such law, regulation, order or requirement. Upon termination of these Terms (as described in paragraph 13), each party shall promptly return or destroy all Confidential Information of the other party and, upon request, certify the same in writing.
9.4 To the extent that you use AI models or AI functionality as part of Cuttable service, any Confidential Information that you supply shall not be used to train AI models owned by third parties unless your express written consent has been obtained in advance.
You agree to comply with all applicable international, national, state, regional and local laws and regulations in accessing and/or using the Cuttable service (or any part thereof) and in performing your obligations and exercising your rights under these Terms, including without limitation laws relating to privacy, data protection, and exports.
11.1 You/Customer hereby represent and warrant to Cuttable that:
11.1.1 you possess and shall maintain all rights, licences and consents required to licence to Cuttable the consumer data and creative files, image rights, interfaces & templates and that such licence does not infringe or misappropriate the intellectual property, privacy, and/or publicity rights of any third party;
11.1.2 you possess and shall maintain all governmental and administrative licences, permits and approvals necessary to use the Cuttable service and to perform your obligations and exercise your rights under these Terms; and
11.1.3 all Creative Files, Image Rights, Interfaces & Templates will be free from any viruses, Trojan horses, worms, or other malicious code or items, not contain obscene language, pornography (or other adult-only content), defamatory, racist or similar
content, not constitute a tort against any third party, and/or not infringe or misappropriate the intellectual, privacy or publicity rights of any third party.
11.2 Cuttable hereby represent and warrant to the Customer/You that:
11.2.1 it has the full right, power, and authority to enter into and fully perform its obligations under this or any other defined Agreement.
11.2.2 it shall comply with all laws and regulations applicable to the performance of its obligations under this Agreement; and
11.2.3 it will use and manage the Product in accordance with this Agreement.
12.1 You assume all responsibility for the selection of Cuttable service to achieve your intended results. You also acknowledge and agree that the below exclusions and disclaimers are an essential part of these Terms. Applicable law may not allow the exclusion of certain warranties, so to that extent, such exclusions may not apply. References below to the “Cuttable Service” include the Cuttable service as a whole as well as each part thereof.
12.2 The Cuttable service is provided on an “as is” and “as available” basis, and you acknowledge that apart from these terms and our SLA, there are no representations, warranties or claims of any kind made by Cuttable with respect to the Cuttable service, whether express, implied or statutory, including without limitation warranties of quality, performance, merchantability, fitness for a particular purpose, non-infringement, and title, or otherwise arising from a course of dealing or usage of trade.
12.3 Apart from what is stipulated in our SLA, Cuttable does not warrant that Cuttable service will operate uninterrupted, error-free, according to your needs, or that defects will be corrected. Cuttable does not offer a warranty or make any representation or claim regarding any content, materials, information, or results that you create or obtain through the Cuttable service (such as the likelihood of increasing consumer retention, engagement or revenues). Your use of, and reliance upon, Cuttable service, is entirely at your sole discretion and risk, and Cuttable shall have no responsibility or liability whatsoever to you in connection with any of the foregoing. That being stated, Cuttable warrants that it shall use its best endeavours to promptly rectify defects and errors which interrupt and/or adversely impact the Cuttable service
12.4 You agree that Cuttable will not be held responsible or liable for any consequences to you or any third party that may result from technical problems of the internet, slow connections, system failure, outages, traffic congestion, an overload of our or other servers, or other events beyond Cuttable reasonable control.
13.1 You acknowledge and agree that when you are in violation of these Terms, Cuttable can, at any time, and without notice to you:
13.1.1 discontinue or modify any aspect of the Cuttable service; and/or
13.1.2 suspend or terminate your, or general, access to the Cuttable service (or any part thereof), and in such an event Cuttable shall not be liable to you or any third party for any loss, damage, or injury resulting or arising therefrom. Our termination of your, or general, access to, the Cuttable service shall constitute our termination of the Terms, and any Account you may have shall become cancelled upon such termination.
You enter into a contract with Cuttable for a period that is defined in your Agreement. Unless noted specifically otherwise in your Agreement, the initial term is one (1) year (12 months) after the start of your licence (the moment you actually start using the Cuttable platform), regardless of the payment terms in the Agreement (e.g. you can have payment terms per month or per quarter while having a contract period of one (1) year). Your Agreement shall automatically renew for additional terms of one (1) year each unless either Party shall give notice of cancellation at least thirty (30) days prior to the expiration of the original term or any renewal thereof.
Notwithstanding any other provision in these terms, and to the fullest extent permitted by applicable law:
15.1 Cuttable will not be liable to you or any third party for any indirect, consequential, incidental, punitive or special damages of any kind, or for your, or any third parties, loss of profits, revenues, business opportunity, or data, arising out of these terms or in connection with the use of, or inability to use, the Cuttable service (or any part thereof), whether based on a claim or action in contract, tort (including negligence) strict liability, breach of statutory duty, or otherwise, even if Cuttable has been advised of the possibility of such damages, and even if direct damages do not satisfy a remedy.
15.2 Cuttable aggregate liability to you or any third party for any loss and/or damages under these terms or in connection with the use of, or inability to use, the Cuttable service (or any part thereof), shall not exceed the total amount of fees paid by you to Cuttable (if any) hereunder in the twelve (12) months prior to bringing the claim.
You agree to indemnify and hold harmless Cuttable and its subsidiaries, its affiliates, officers, directors and employees, from and against any and all liability, losses, claims, damages and expenses, including, but not limited to, reasonable attorney’s fees and costs of litigation, related to Your breach of these Terms, or to any Content You submit or post, or to Your use of the Platform, or to Your violation of any rights of a third party.
You agree that Cuttable may use your company logo on the Cuttable customer list and website to disclose that you are a licensee and customer of Cuttable.
18.1 Relationship. The relationship between you and Cuttable is solely that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, employment or agency relationship.
18.2 Governing Law. These Terms shall be governed by, and construed in accordance with, the laws of the Netherlands, without regard to their conflicts of law rules and principles.
18.3 Jurisdiction and Venue. You agree that any action, proceeding, controversy or claim (each, a “Dispute“) under or arising out of these Terms, between you and Cuttable, shall be brought and resolved only in the courts located in the Netherlands, and you hereby irrevocably submit to the personal jurisdiction and venue of such courts with respect to a Dispute. Notwithstanding the foregoing, equitable relief may be sought in any court of competent jurisdiction.
18.4 Severability. In the event, any provision of these Terms is ruled to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired, and a valid, legal and enforceable provision of similar legal intent and economic impact shall be substituted therefor.
Your access to and use of Cuttable service is provided at no additional charge to you under these Terms but is expressly subject to your continued and timely payment in full of all applicable fees, taxes, and other charges, as set forth in your Agreement with Cuttable. In any case of non-payment and/or untimely payment and/or incomplete payment, Cuttable has the right to (temporarily) suspend your right to Cuttable services.
If and whenever you enter into an Agreement with Cuttable (through written confirmation), in the event you want to cancel your Agreement with Cuttable, either during or before delivery of the Service, without clear shortcoming from the side of Cuttable, Cuttable retains the right
to charge you fully for the agreed-upon fees, taxes, and other charges, as set forth in your Agreement with Cuttable.
The licence price may be adjusted annually, subject to the Service Producer Price Index (SPPI), effective at the beginning of each calendar year or at contract renewal, not more often than every 12 months.
19.1The Client will pay Cuttable the Charges to access and use the Software and the Services in accordance with this Agreement.
19.2 The Charges are exclusive of GST and, unless stated otherwise, are in Australian Dollars.
19.3 The Charges are set out in the Reference Schedule.
19.4 If payment of the Charges is not received by any due date either described in the Key Terms or on a tax invoice provided to the Client, Cuttable will be entitled (without prejudice to any other right or remedy available to Cuttable under this Agreement or at law) to:
19.5 The Client acknowledges and agrees that Cuttable may vary its Fees from time to time. If Cuttable wishes to make such a variation: