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Australia or New Zealand - Jurisdiction Specific Terms
Last Updated: May 5, 2023
If you are contracting with HubSpot Australia Pty Ltd, then the following provisions (the “Australia or New Zealand - Jurisdiction Specific Terms”) apply to you. In the event of a conflict between the ‘Australia or New Zealand - Jurisdiction Specific Terms’ and the terms otherwise set forth in this Agreement, the ‘Australia or New Zealand - Jurisdiction Specific Terms’ will control.
a. Compliance with Laws.
The first sentence in the 'Compliance with Laws' section of the General Terms is replaced with the following:
We will comply with Australian regulations (where applicable) in our provision of the Subscription Service, the Consulting Services, and our processing of Customer Data.
b. Goods and Services Tax.
The following language is added to the end of the ‘Sales Tax’ section of the General Terms:
We will provide you with your calculated Goods and Services Tax (GST) prior to entering into any contract and completing your purchase.
c. Modifications.
The following language is added to the end of the ‘Modifications’ sections of the General Terms and Product Specific Terms:
We work hard to continually enhance our Subscription Services. Although we try to introduce modifications in a minimally disruptive way, you may see changes to the Subscription Services. We may make these changes for a number of reasons, including changes required by applicable law or regulation; changes based on Third-Party Products or Third-Party Sites; changes removing single functionality controls and inserting multi-function menus; etc.
d. Free Trial.
The following language is added to the end of the ‘Free Trial’ section of the General Terms:
You understand the purpose of a Free Trial is to provide you the opportunity to try the features available in our paid Subscription Services. You agree the Free Trial will be used to explore the features, understand the functionality, and make purchasing decisions. For those reasons, any Customer Data imported into the Free Trial should be consistent with those purposes.
In furtherance of our legitimate business interests, including our efforts to apply data minimization and retention protocols, we may delete Customer Data if you do not enter into a paid Subscription Service, as detailed in the General Terms.
You can export your Customer Data at any time during your Free Trial by following the instructions available at the following knowledge base articles:
Export your Content Data:
https://knowledge.hubspot.com/account/export-your-content-and-data
Export your Contacts, Companies, Deals, or Tickets: https://knowledge.hubspot.com/crm-setup/export-contacts-companies-deals-or-tickets
Export your Ads Campaign Data: https://knowledge.hubspot.com/ads/export-your-ads-campaign-data
Export your Overall Email Performance Data: https://knowledge.hubspot.com/email/how-do-i-export-my-overall-email-performance-data
e. Legacy Products.
The ‘Legacy Products’ section of the General Terms is deleted in its entirety and replaced with the following:
Legacy Products. If you have a legacy HubSpot product, some of the features and limits that apply to that product may be different than those that appear in these General Terms, Product Specific Terms, and/or the Product and Services Catalog. If you have legacy HubSpot products, we may choose to move you to our then-current products either at any time with at least thirty (30) days advance notice to you or at your next renewal. If you determine that you are using a legacy product and would like to upgrade to a current-version, you must execute a new Order.
While we endeavor to avoid disruption to our customers, our continued development of our Subscription Services to move features and functionality forward necessitates sunsetting select features. We cannot continue to perpetually support all features and functionality, particularly where there are newer, better features available.
f. Fee Adjustments at Renewal.
The following language is added to the end of the ‘Fee Adjustments at Renewal’ section of the General Terms:
In order to support our ongoing development efforts and the objectives in our Investor Relations page, we have a legitimate business need to include price increases effective at the time of renewal to allow you the opportunity to consider your ongoing needs.
g. Term and Renewal.
The following language is added to the end of the ‘Term and Renewal’ section of the General Terms:
We include an automatic renewal provision to promote the business continuity interests of our customers; since many customers use our services for important sales, marketing, and service information, we include this automatic renewal to enable your continued access to the Subscription Services.
If you would like to disable your auto-renewal or cancel your Subscription Service, you can follow the instructions at the following knowledge base article: https://knowledge.hubspot.com/account/how-do-i-cancel-my-hubspot-account. As a reminder, you can always check your renewal date in the Account and Billing section of the Subscription Services.
For this avoidance of doubt, unless otherwise specifically detailed in your Order Form, we will accept the notice of non-renewal at any time, so long as it is received before the next renewal period begins.
h. Early Cancellation.
The following language is added to the end of the ‘Early Cancellation’ section of the General Terms:
We do not provide refunds for Early Cancellation under this section. You understand we incur costs relating to onboarding, provisioning access, support, and infrastructure planning. We also make investment decisions based on details from customer contracts, as further reflected on our Investor Relations page.
i. Termination for Cause.
The following language is added to the end of the first paragraph ‘Termination for Cause’ section of the General Terms:
In the event you terminate this Agreement for cause based on HubSpots breach of its obligations, we will refund any prepaid but unused fees covering use of the Subscription Service after termination.
j. Suspension for Prohibited Acts.
The following language is added to the end of the ‘Suspension for Prohibited Acts’ section of the General Terms:
We understand how important reliable access is to our customers. However, if you use the services in violation of our Customer Terms of Service, we have a legitimate business need to mitigate in good faith any risks associated with customer non-conforming use. For example, in cases where a customer’s non-conforming use may give rise to a breach of law or where the non-conforming use breaches a HubSpot requirement owed to a third-party, we may suspend access to Subscription Services or delete Customer Data to avoid damages to HubSpot. Please review our General Terms, including the AUP, for use requirements and conform to those thresholds to avoid a suspension.
k. Suspension for Present Harm.
The following language is added to the end of the ‘Suspension for Present Harm’ section of the General Terms:
If your actions are causing harm to other customers or threaten our security or our ability to provide the Subscription Services to all customers, we have a legitimate business interest in suspending your account to avoid negative impacts to other customers.
l. Effect of Termination or Expiration.
The following language is added to the end of the ‘Effect of Termination or Expiration’ section of the General Terms:
We do not provide refunds, including where we terminate the Agreement for cause. You understand we have a legitimate business interest to protect against customers seeking to avoid fulfilling their obligations under this Agreement (including payment of fees) to avoid paying fees for the rest of their contract term. You understand we incur costs relating to supporting systems for onboarding, provisioning access, infrastructure planning, and customer support. We also make investment decisions based on details from customer contracts, as further reflected on our Investor Relations page. For the avoidance of doubt, this paragraph does not not apply if you terminate the Agreement for cause based on our failure to fulfill our obligations.
m. Indemnification.
The following language is added to the end of the ‘Indemnification’ section of the General Terms:
You understand you are in full control over your use of the Subscription Services, including your own compliance obligations. Since you control how you use the Subscription Services, we are limited in our ability to mitigate possible damages that may arise from your use. Therefore, we include this indemnification provision to allocate liability to the customer as the party controlling the risk factors.
We will provide you with IP Indemnification as defined in Appendix 1 to this Agreement i) regardless of your Total Committed Subscription Value, ii) subject to the conditions set forth in the ‘HubSpot Indemnification’ section of Appendix 1 to this Agreement, and iii) subject to the ‘Limitation of Liability’ section of the General Terms.
n. Performance Warranty.
The following language is added to the end of the ‘Performance Warranty’ section of the General Terms:
In accordance with Australia Unfair Contract Terms (UCT) under Australian Consumer Law (ACL) our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled: to cancel your service contract with us; and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.
For the avoidance of doubt, the limits reflected in the ‘Limitation of Liability’ section still apply.
o. Limitation of Liability.
The following language is added to the end of the ‘Limitation of Liability’ section of the General Terms:
You understand you are in full control over your use of the Subscription Services, including your emailing practices. You control how you use the Subscription Services, and we are limited in our ability to mitigate possible damages that may arise from your use. Therefore, we include this limitation of liability provision to mitigate our liability where we have very limited options as the party is not in direct control of the risk factors introduced by your use.