Sensly Terms of Service​
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Effective Date: 01/10/2025
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These terms are the contract between Sensly Solutions Pty Ltd ("Sensly", we, us) and anyone who uses the Sensly platform. They explain what we promise to provide, what you agree to do, what’s allowed and not allowed, how billing works, and what happens if things go wrong. At key points, we call out whether a clause applies to Subscribers (the paying account holder who controls access) or Invited Users (people invited into a Subscriber’s organisation/project). If a clause doesn’t say otherwise, it applies to both.
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Introduction
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Agreement. These Terms of Use (the Terms) govern access to and use of the Sensly cloud platform, APIs and related services (the Platform). By creating a subscription or by accessing the Platform, you accept these Terms.
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Roles. A Subscriber is the entity or person that creates and pays for a subscription and controls access. An Invited User is any person the Subscriber authorises to access the Subscriber’s organisation or projects within the Platform.
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Partner carve‑out. If you participate in our partner or reseller program, your separate Partner Agreement applies in addition to these Terms. If there’s a conflict, the Partner Agreement prevails for partner‑specific matters.
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Updates. We may update these Terms. We’ll give reasonable advance notice of material changes, and the updated version/date will be shown here. If you don’t agree to changes, you may end your subscription.
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Joining and using Sensly
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Creating a subscription (Subscriber only). The Subscriber creates a subscription to use the Platform. The Subscriber is responsible for all fees and for compliance by its Invited Users.
Invited Users. Invited Users must accept these Terms to access the Platform. Their access depends on the Subscriber maintaining the subscription and permissions.
Right to use. Subject to these Terms and the applicable plan, we grant you a limited, non‑exclusive, non‑transferable right to access and use the Platform for your internal business purposes.
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User roles & permissions. The Subscriber configures roles and permissions. Access can differ by role and can be changed or revoked at any time by the Subscriber.
Subscriber control (Subscriber only). The Subscriber fully controls: (a) who has access; (b) role/permission settings; (c) project creation, transfer and deletion; and (d) resolution of internal access disputes. We may reasonably require a Subscriber to grant read‑only access to a client where the Subscriber acts as advisor/reseller, to facilitate continuity of service.
Your responsibilities (all users). You agree to (a) provide true, accurate and current information; (b) keep credentials confidential and secure; (c) comply with all laws; and (d) use the Platform only through supported interfaces.
Our services evolve. We may introduce, change, or retire features. We’ll endeavour to notify materially adverse changes where practical.
Intellectual property. All intellectual property in the Platform is owned by Sensly or our licensors. You must not copy, modify, or create derivative works of the Platform, or use our IP except as expressly permitted in these Terms.
Pricing and billing (Subscriber only)
Plans and fees. Fees for your plan are described on our pricing page (the Pricing Page). Fees accrue from activation of your subscription or project.
Unit of billing. Projects are the primary unit of billing. Charges are calculated in line with the Pricing Page and the usage/configuration of each project in your subscription.
Invoicing and payment. We invoice in arrears for the prior billing period. Invoices are due within the stated payment terms. Late or failed payment may result in suspension and may attract late fees/interest permitted by law.
Taxes and currency. Fees are exclusive of taxes unless stated otherwise. You’re responsible for all applicable taxes, duties or levies. We may determine tax residency based on information you provide.
Additional services. Optional add‑ons or professional services may incur additional charges which will be disclosed at the time of order.
Pricing changes. We may update the Pricing Page from time to time. Any changes will apply only at the start of the Subscriber’s next billing cycle or renewal period, unless otherwise agreed in writing. We’ll give reasonable advance notice of material pricing changes before they take effect.
Jurisdictional pricing. Pricing may vary between jurisdictions. The applicable pricing model for your subscription is the one set out on the Pricing Page associated with your billing address or contracting entity. If Sensly introduces alternative pricing models in other markets, those models apply only to subscriptions in that market.
Fair classification. You must classify usage/projects accurately. We may adjust charges or reclassify where we reasonably determine a configuration is misaligned with the Pricing Page.
Data use and privacy
Ownership. The Subscriber retains ownership of all data, files and content the Subscriber or its Invited Users upload to or generate in the Platform (Customer Data).
Licence to operate the service. The Subscriber grants Sensly and our subprocessors a worldwide, royalty‑free licence to host, copy, process, transmit, analyse, back up and otherwise use Customer Data to (a) provide, maintain and secure the Platform; (b) support the Subscriber (including troubleshooting and service improvement); and (c) comply with law.
Analytics & improvement. We may create anonymised or aggregated data derived from Customer Data and Platform usage. We may use that anonymised data to operate, analyse, improve and develop our products and services.
AI/ML model training (opt‑out). We may use anonymised/aggregated data to train or evaluate algorithms. The Subscriber may opt out of AI/ML training use by providing written notice to legal@sensly.io; the opt‑out does not affect our ability to use data as necessary to provide and support the Platform.
Your responsibilities for data. The Subscriber is responsible for (a) the accuracy, quality and legality of Customer Data; (b) obtaining all consents and authorisations necessary to collect, use and disclose Customer Data in the Platform; and (c) responding to data subject requests where applicable.
Privacy notice & DPA. Our privacy notice explains how we handle personal information. If we process personal data on your behalf, our data processing/addendum terms apply and form part of these Terms.
Security incidents. If we become aware of a confirmed personal data breach affecting Customer Data we process on your behalf, we’ll notify you consistent with our data processing terms so you can meet your regulatory obligations.
Confidential information
Mutual protection. Each party may access the other party’s non‑public information marked confidential or that should reasonably be understood to be confidential (Confidential Information). Each will protect the other’s Confidential Information using at least reasonable care and use it only to fulfil these Terms.
Permitted disclosures. A party may disclose Confidential Information to its personnel and service providers bound by confidentiality obligations, and as required by law (with prompt notice where legally permitted).
Security
Our safeguards. We implement technical, organisational and administrative measures designed to protect the Platform and Customer Data. No method of electronic storage is perfectly secure, and we cannot guarantee absolute security.
Security features. We may provide or require security features (e.g., multi‑factor authentication). If optional security features are disabled by you, you are responsible for resulting impacts.
Your role in security. You must keep credentials secure, promptly revoke access for departing personnel, and maintain reasonable security on your systems. Tell us immediately if you suspect unauthorised access to your account.
Third‑party services
Integrations and APIs. The Platform may interoperate with third‑party products or services (Third‑Party Services). Your use of Third‑Party Services is governed by the third party’s terms and privacy notices.
Your choice, your responsibility. If you enable a Third‑Party Service, you authorise us to share data with that service as needed for the integration. We are not responsible for the acts, omissions, security or performance of Third‑Party Services.
Third‑party charges. Third‑Party Services may charge their own fees, which are your responsibility.
Availability, maintenance and support
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Availability. We aim to provide high availability. Planned maintenance or unexpected events may result in downtime. We will seek to minimise disruption and, where practicable, give advance notice of planned maintenance.
Data loss. We take every care in design and operation of Sensly to avoid Data loss, but do not warrant that Data Loss will not occur. The Subscriber is responsible for maintaining independent backups appropriate to its risk tolerance.
Compensation. At our discretion, we may provide a service credit or partial refund for prolonged, platform‑wide outages. No credits are available for issues caused by factors outside our reasonable control or by your systems or misuse.
Support. Documentation and support resources are available online. Subscriber support requests may be submitted via our support channels. We may prioritise issues by severity.
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Changes to the Platform. We may modify or discontinue features. Where a change materially reduces core functionality, we will make reasonable efforts to notify you in advance.
Acceptable use (Do’s and Don’ts)
Lawful use. Use the Platform only for lawful business purposes and in accordance with these Terms and applicable policies.
Fair use. Don’t use the Platform in a way that is excessive or unreasonable relative to your plan or that degrades others’ experience. If we notify you of a fair‑use breach, you must remedy it within a reasonable time.
Prohibited actions. You must not: (a) undermine the security or integrity of the Platform; (b) interfere with others’ use; (c) access any system, data or account without permission; (d) upload malware or malicious code; (e) infringe others’ rights; (f) reverse engineer, decompile or attempt to extract source code; (g) resell, lease or provide the Platform to others except as expressly permitted; (h) repackage or resell any data or leads obtained through the Platform; or (i) engage in abusive or disrespectful conduct towards our personnel.
Feedback. We may use feedback or suggestions you provide without restriction or obligation.
Term and termination (Subscriber only)
Term. Your subscription runs for the billing period associated with your plan and auto‑renews for successive periods unless ended under this section.
Termination by Subscriber. The Subscriber may terminate the subscription on written notice, effective at the end of the current billing cycle or as otherwise stated in your plan. Fees remain payable up to the effective date.
Termination or suspension by Sensly. We may terminate or suspend all or part of the subscription or a user’s access immediately if: (a) you materially breach these Terms and fail to remedy within a reasonable cure period after notice; (b) the breach cannot be remedied; (c) payment is overdue; or (d) we reasonably believe continued access poses a security, legal or regulatory risk.
Effect of termination. On termination: (a) access ceases; (b) we may archive Customer Data for a period consistent with our retention policies; and (c) the Subscriber may request export of Customer Data available via the Platform tools before access ends.
No refunds (Subscriber only). Unless required by law, fees are non‑refundable.
Survival. Sections that by their nature should survive (including IP, confidentiality, data rights, limitations, indemnities, governing law, and dispute resolution) survive termination.
Liability and indemnity
Indemnity to Sensly. You indemnify us against losses, costs and liabilities arising from third‑party claims related to (a) your or your Invited Users’ use of the Platform contrary to these Terms; (b) Customer Data (including alleged infringement or misuse); or (c) your use of Third‑Party Services—except to the extent caused by our breach of these Terms, gross negligence or wilful misconduct.
Disclaimer. The Platform is provided as is and as available. To the maximum extent permitted by law, we disclaim all warranties, whether express, implied or statutory, including merchantability, fitness for a particular purpose and non‑infringement.
Limitation of liability. To the maximum extent permitted by law: (a) we are not liable for indirect, consequential, incidental, special, exemplary or punitive damages, or lost profits, revenue, goodwill or data; (b) for loss or corruption of data, our liability is limited to reasonable recovery from available backups; and (c) our total aggregate liability for all claims in any 12‑month period is capped at the fees paid by the Subscriber to us for the Platform in that 12‑month period.
Non‑excludable rights. Nothing in these Terms excludes or limits any rights or remedies that cannot be excluded by law (e.g., under the Australian Consumer Law). Where such rights apply, our liability is limited to the minimum extent permitted (e.g., resupply of services or the cost of resupply).
Disputes
Good‑faith resolution. Most issues can be resolved quickly through support. If a dispute remains, authorised representatives will meet in good faith to resolve it within a reasonable time.
Mediation before litigation. If not resolved, the parties must attempt mediation through a mutually agreed provider before starting court proceedings (urgent injunctive relief excepted).
Governing law and venue. These Terms are governed by the laws of Western Australia. Each party submits to the courts of Western Australia (non‑exclusive jurisdiction).
General provisions
No professional advice. The Platform may include information or outputs for your convenience, but we don’t provide legal, accounting, engineering or other professional advice.
Force majeure. We’re not liable for delays or failures caused by events beyond our reasonable control.
Notices. Legal notices to Sensly must be sent to legal@sensly.io. We may send notices to the email address associated with your subscription administrator.
Assignment. The Subscriber may not assign or transfer these Terms or any subscription without Sensly’s prior written consent. Sensly may assign, novate, or transfer these Terms (in whole or in part), including in connection with a merger, acquisition, corporate reorganisation, or sale of assets, by providing notice to the Subscriber.
Relationship. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
Entire agreement. These Terms (and any applicable Partner Agreement and data processing terms) form the entire agreement for access to and use of the Platform.
Severability. If a clause is unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder will continue in effect.
Waiver. A failure to enforce any right is not a waiver. A waiver must be in writing and signed.
Interpretation. Words like “including” mean “including without limitation”. Headings are for convenience only.
Role‑specific quick reference (non‑exhaustive)
Subscriber‑only obligations: create/manage subscription; pay fees; configure and supervise Invited Users; classify usage; manage projects; handle data consents; export/retain records; terminate/transfer the subscription.
Invited Users: must accept these Terms; follow acceptable use and security obligations; act only within permissions granted by the Subscriber; understand that access can be changed or revoked by the Subscriber.
Definitions
Customer Data means all data, files, content and information (including personal information) that a Subscriber or its Invited Users upload to, generate in, or otherwise make available through the Platform, including sensor data, reports, charts, dashboards, and user-generated content. Subscriber Data does not include (a) anonymised or aggregated data created by Sensly in accordance with these Terms, or (b) operational data relating to the management of the subscription itself (such as billing and account information).
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Invited User means a person the Subscriber authorises to access the Subscriber’s organisation, projects or data in the Platform.
Partner Agreement means a separate written agreement under which a partner or reseller participates in Sensly’s partner program.
Platform means Sensly’s cloud software, APIs, interfaces and related services.
Pricing Page means the then-current pricing schedule published by Sensly for the Subscriber’s jurisdiction or market, as amended from time to time. Sensly may publish different pricing pages for different countries or regions, and the applicable page is determined by the Subscriber’s billing address or contracting entity.
Project means a logical container within the Platform used to organise data sources, sensors, configuration, dashboards and reporting - usually associated on a 1:1 basis with a physical asset (e.g. Bridge, Building, Dam)
Subscriber means the entity or person that creates and pays for the subscription and controls access to the Platform for its organisation.