Containa Terms and Conditions

These Terms and Conditions ("Terms") govern access to and use of the Containa platform for container, freight, warehouse, packing, and logistics invoicing and workflow management, including its website, dashboards, and associated driver, pack, and warehouse applications (collectively, the "Platform"), provided by Containa Pty Ltd ([PLACEHOLDER — ABN/ACN not yet registered; insert once available]) ("Containa," "we," "us").

By registering for, accessing, or using the Platform, the entity or person doing so agrees to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, in which case "you" refers to that entity.

• "Tenant Business" means the company or organisation that registers for a Containa account and is responsible for its own users under that account.
• "Authorised Users" means individuals authorised by a Tenant Business to access the Platform under its account, including tenant administrative users, and driver, packing, and warehouse role users accessing the respective PWA applications.
• "Tenant Data" means any data, content, or information submitted to or generated within the Platform by or on behalf of a Tenant Business or its Authorised Users, including booking, rate card, invoicing, and workflow records.
• "Services" means the Platform and any related support, updates, or functionality made available by Containa.

3.1 A Tenant Business is responsible for all activity occurring under its account, including actions taken by its Authorised Users (tenant admins, drivers, packing staff, and warehouse staff).

3.2 A Tenant Business must ensure each Authorised User keeps their login credentials confidential and only accesses the Platform through the role and permissions assigned to them.

3.3 Containa may require reasonable identity or authority verification before activating an account or granting elevated permissions.

[PLACEHOLDER — no payment processor is currently integrated into the Platform and no fixed pricing/subscription structure has been set. The clause below is drafted generically as a direct-invoicing model; replace with specific subscription-tier terms once pricing is finalised.]

4.1 Fees for use of the Services will be as set out in an order form, invoice, or agreement between Containa and the Tenant Business.

4.2 Unless otherwise agreed in writing, invoices are payable within [PLACEHOLDER — insert payment terms, e.g. 14 or 30 days] of the invoice date.

4.3 Containa may charge interest on overdue amounts at a reasonable commercial rate and may suspend access to the Platform for non-payment, on reasonable prior notice, until outstanding amounts are paid.

4.4 All fees are exclusive of GST and any other applicable taxes, which will be added where legally required.

[PLACEHOLDER — no fixed term/notice period has been decided; drafted as an either-party, 30-day notice model as a reasonable early-stage default. Replace if a fixed-term/auto-renewal structure is preferred.]

5.1 These Terms commence when a Tenant Business first accesses the Platform and continue until terminated as set out below.

5.2 Either party may terminate the agreement for convenience by giving the other 30 days' written notice.

5.3 Containa may suspend or terminate access immediately if a Tenant Business materially breaches these Terms (including non-payment) and fails to remedy the breach within a reasonable period after notice.

5.4 On termination, Containa will make Tenant Data available for export for a reasonable period ([PLACEHOLDER — insert specific export window, e.g. 30 days]), after which it may be deleted in accordance with our data retention practices.

Users must not:

• use the Platform for any unlawful purpose or in breach of any applicable law;
• attempt to gain unauthorised access to any account, data, or system, including accessing another Tenant Business's data;
• reverse engineer, decompile, or attempt to extract the source code of the Platform, except to the extent permitted by law;
• interfere with or disrupt the integrity or performance of the Platform (e.g. through excessive automated requests);
• upload malicious code or content that infringes a third party's rights; or
• use the Platform to send unsolicited commercial electronic messages in breach of the Spam Act 2003 (Cth).

Containa may suspend access for a suspected breach of this section pending investigation.

7.1 As between the parties, a Tenant Business retains ownership of all Tenant Data it or its Authorised Users submit to the Platform.

7.2 The Tenant Business grants Containa a licence to host, store, process, and transmit Tenant Data solely as necessary to provide the Services, consistent with our [Privacy Policy].

7.3 Containa acts on behalf of, and at the direction of, the Tenant Business in respect of any personal information contained within Tenant Data (see our Privacy Policy for how this is handled), and does not use Tenant Data for any purpose other than providing and improving the Services, except as required by law.

7.4 The Tenant Business is responsible for ensuring it has the necessary rights and consents to submit Tenant Data (including personal information about its own staff or customers) to the Platform.

8.1 Containa and its licensors retain all right, title, and interest in and to the Platform, including all software, design, and underlying technology. Nothing in these Terms transfers any such rights to a Tenant Business or Authorised User, other than the limited right to access and use the Platform as set out here.

8.2 The Containa name, logo, and branding are the property of Containa Pty Ltd and may not be used without prior written consent.

Each party must keep confidential any non-public information disclosed by the other party in connection with the Services, and only use it for purposes contemplated by these Terms, except where disclosure is required by law.

[PLACEHOLDER — drafted as "as is"/best-effort, no formal uptime SLA, consistent with an early-stage product. Add a specific uptime commitment and service-credit regime here if/when one is adopted.]

10.1 The Platform is provided on an "as is" and "as available" basis. Containa does not warrant that the Platform will be uninterrupted, error-free, or meet every requirement of a Tenant Business, and does not commit to a specific uptime percentage at this time.

10.2 Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Australian Consumer Law or other applicable law that cannot lawfully be excluded. To the extent such guarantees apply and liability can be limited, Containa's liability is limited, at Containa's option, to re-supplying the Services or paying the cost of having the Services re-supplied.

[PLACEHOLDER — cap set at fees paid in preceding 12 months as a standard, defensible SaaS default. Confirm this matches your risk appetite once pricing exists — a very low-fee/high-liability-exposure product may need a different structure.]

11.1 To the maximum extent permitted by law, and subject to clause 10.2, Containa's total aggregate liability arising out of or in connection with these Terms or the Services, whether in contract, tort, or otherwise, is limited to the total fees paid by the Tenant Business in the 12 months preceding the event giving rise to the claim.

11.2 To the maximum extent permitted by law, Containa is not liable for any indirect, special, incidental, or consequential loss, including loss of profits, revenue, or data, arising from use of the Services.

Each party agrees to indemnify the other against direct losses arising from that party's breach of these Terms, gross negligence, or wilful misconduct, subject to the limitations in clause 11 where applicable to Containa.

The Platform may rely on third-party infrastructure and service providers (e.g. hosting, email delivery, and push-notification services) as described in our Privacy Policy. Containa is not responsible for outages or failures caused solely by a third-party provider's infrastructure, though we will use reasonable efforts to maintain alternative arrangements where practicable.

Containa may update these Terms from time to time. Material changes will be notified to Tenant Businesses by email or in-platform notice with reasonable advance notice before taking effect. Continued use of the Platform after changes take effect constitutes acceptance.

[DRAFTING NOTE — this is the clause most affected by the unfair-contract-terms (UCT) issue raised earlier. Since no decision was given, I've drafted the balanced negotiation-then-mediation-then-arbitration model rather than a one-sided mandatory-arbitration/class-waiver clause, because the latter carries real UCT enforceability risk for standard-form B2B contracts under the Australian Consumer Law where a Tenant Business qualifies as a small business. This is the option I'd recommend regardless, but it was not confirmed by you — have this clause specifically reviewed by a lawyer before publishing.]

15.1 The parties must first attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiation between senior representatives.

15.2 If not resolved within 20 business days, either party may refer the dispute to mediation administered by a mutually agreed mediator (or, failing agreement, one appointed by the Australian Disputes Centre) before commencing arbitration or court proceedings.

15.3 If mediation does not resolve the dispute within a further 30 days, either party may refer the dispute to binding arbitration under the Resolution Institute's Arbitration Rules, or, alternatively, commence proceedings in the courts referred to in clause 16.

15.4 Nothing in this clause prevents either party from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction at any time, including to protect confidential information or intellectual property rights.

[PLACEHOLDER — same NSW assumption used in the Privacy Policy, pending confirmation of Containa Pty Ltd's actual state of registration/operation. Keep both documents consistent if this changes.]

These Terms are governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales, subject to clause 15.

17.1 Entire agreement: These Terms, together with any order form and our Privacy Policy, constitute the entire agreement between the parties regarding the Services.

17.2 Severability: If any provision of these Terms is found unenforceable, the remaining provisions continue in full force.

17.3 Assignment: A Tenant Business may not assign these Terms without Containa's prior written consent. Containa may assign these Terms in connection with a merger, acquisition, or sale of assets.

17.4 Force majeure: Neither party is liable for delay or failure to perform caused by events beyond its reasonable control.

17.5 Notices: Notices under these Terms should be sent to support@containa.io, or to the Tenant Business's registered account contact.

Containa Pty Ltd
Email: support@containa.io
[PLACEHOLDER — registered address to be inserted once available]