Terms of Service

1. Introduction and Acceptance

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Customer,” “you,” or “your”) and Govern.Cloud (“Company,” “we,” “us,” or “our”) governing your access to and use of the Govern.Cloud platform and related services (the “Service”).

By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms, and “you” and “your” will refer to that organisation.

If you do not agree to these Terms, you must not access or use the Service.

2. Description of Service

Govern.Cloud is a cloud-based Microsoft 365 governance platform that provides:

Workspace provisioning and management for Microsoft Teams, SharePoint sites, and Microsoft 365 Groups.
Lifecycle governance including activity monitoring, lease management, archival, and deletion workflows.
Guest user management and external access oversight.
Compliance monitoring including sensitivity labels, classification, and policy enforcement.
Microsoft 365 Copilot readiness assessment and usage reporting.
Health monitoring and recommendations for your Microsoft 365 environment.
Approval workflows for workspace requests and governance actions.

The Service operates by connecting to your Microsoft 365 tenant via the Microsoft Graph API using permissions granted by your organisation’s administrator.

3. Eligibility

The Service is designed for use by business organisations, non-profit organisations, and educational institutions. You must be at least 18 years of age and have the legal capacity to enter into a binding agreement. The Service is not intended for personal or consumer use.

4. Account Registration and Security

4.1 Registration

To use the Service, you must register an account by authenticating through Microsoft Entra ID (Azure AD). You must provide accurate and complete information during the registration process.

4.2 Microsoft 365 Permissions

Use of the Service requires granting Govern.Cloud specific permissions to access your Microsoft 365 tenant via the Microsoft Graph API. You are responsible for ensuring that the person granting these permissions has the appropriate authority within your organisation (typically a Global Administrator or equivalent role).

4.3 Account Security

You are responsible for:

Maintaining the security of your Microsoft 365 credentials used to access the Service.
All activities that occur under your account.
Promptly notifying us at support@govern.cloud if you become aware of any unauthorised access to your account.

4.4 Account Administrators

Your organisation designates one or more administrators who manage access to the Service for your organisation’s users. Administrators are responsible for managing user access and permissions within the Service.

5. Subscription and Payment

5.1 Subscription Plans

Access to the Service requires a paid subscription. Current pricing is available at govern.cloud/pricing or as quoted directly to you. Our standard pricing is a flat monthly fee, not a per-user charge.

5.2 Payment Terms

Billing cycle: Subscriptions are billed monthly in advance.
Payment method: Payments are processed via Stripe using the payment method you provide.
Currency: Fees are charged in Australian Dollars (AUD) unless otherwise agreed.
Payment descriptor: Charges will appear on your statement as “GOVERN.CLOUD”.
Late payments: If payment fails, we will attempt to process the payment again and notify you. If payment remains outstanding for more than 14 days, we may suspend your access to the Service until payment is received.

5.3 Price Changes

We may change our pricing with at least 30 days’ written notice. Price changes will take effect at the start of your next billing cycle following the notice period. If you do not agree to a price change, you may cancel your subscription before the new pricing takes effect.

5.4 Taxes

All fees are exclusive of applicable taxes (including GST in Australia). You are responsible for paying any applicable taxes associated with your use of the Service.

5.5 Refunds

Subscription fees are generally non-refundable. However, if you cancel within the first 14 days of your initial subscription and have not made substantial use of the Service, you may request a full refund by contacting support@govern.cloud.

6. Licence and Restrictions

6.1 Licence Grant

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service during your subscription term solely for your internal business purposes.

6.2 Restrictions

You agree not to:

Reverse engineer, decompile, or disassemble the Service or any component thereof.
Copy, modify, or create derivative works based on the Service.
Resell, sublicence, or distribute access to the Service to third parties without our prior written consent.
Use the Service to develop a competing product or service.
Attempt to gain unauthorised access to any part of the Service, other accounts, or systems connected to the Service.
Use the Service in violation of any applicable law or regulation.
Interfere with or disrupt the integrity or performance of the Service.
Transmit any malicious code, viruses, or harmful content through the Service.
Exceed any usage limits specified in your subscription plan.
Use the Service to process data from Microsoft 365 tenants that you do not have lawful authority to manage.
Remove or alter any proprietary notices or branding within the Service.

6.3 Microsoft 365 Compliance

Your use of the Service must comply with Microsoft’s applicable terms of service, including the Microsoft Cloud Agreement and any licensing terms governing your Microsoft 365 subscription. You are solely responsible for ensuring your Microsoft 365 licences permit the use of third-party governance tools.

7. Customer Data

7.1 Ownership

You retain all right, title, and interest in and to any data that you or your users submit to the Service or that we access from your Microsoft 365 environment (“Customer Data”). These Terms do not grant us any ownership rights to Customer Data.

7.2 Licence to Customer Data

You grant us a limited licence to access, use, and process Customer Data solely for the purpose of providing, maintaining, and improving the Service in accordance with these Terms and our Privacy Policy.

7.3 Our Responsibilities

We will:

Process Customer Data only in accordance with your instructions as embodied in these Terms and your use of the Service.
Implement appropriate technical and organisational measures to protect Customer Data.
Not access the content of your documents, emails, chat messages, or files — we only access metadata and configuration data necessary for governance purposes.
Notify you promptly if we become aware of any unauthorised access to or disclosure of Customer Data.

7.4 Your Responsibilities

You are responsible for:

Ensuring you have the lawful right to grant us access to your Microsoft 365 environment and the data therein.
Obtaining any necessary consents from individuals whose personal data may be processed through the Service (such as guest users and workspace members whose names and email addresses appear in governance reports).
The accuracy and legality of Customer Data.
Maintaining your own backups of Customer Data.

7.5 Data Portability

Upon request during your subscription term, we will provide you with an export of your governance data in a standard format (such as CSV or JSON) at no additional charge.

7.6 Data Deletion

Upon termination of your subscription, we will retain Customer Data for a period of 30 days to allow you to export your data. After this retention period, Customer Data will be permanently deleted from our systems, except where retention is required by applicable law.

8. Governance Actions

8.1 Actions Taken by the Service

The Service may, at your direction and configuration, perform actions on your Microsoft 365 environment, including but not limited to:

Creating, archiving, or deleting Teams, SharePoint sites, and Microsoft 365 Groups.
Modifying workspace settings, permissions, or membership.
Sending notifications to workspace owners and members.
Applying or modifying sensitivity labels and governance policies.

8.2 Your Control and Responsibility

All governance actions are initiated based on policies, templates, and configurations that you or your administrators set within the Service. You acknowledge that:

You are solely responsible for configuring governance policies appropriate to your organisation.
Actions taken by the Service on your Microsoft 365 environment are performed on your behalf and at your direction.
We recommend thoroughly testing governance policies before applying them broadly.
We are not liable for any loss or disruption resulting from governance actions that you have configured or approved.

9. Intellectual Property

9.1 Our IP

The Service, including all software, algorithms, user interfaces, designs, documentation, and related intellectual property, is and remains the exclusive property of Govern.Cloud. These Terms do not transfer any ownership rights to you.

9.2 Feedback

If you provide us with suggestions, enhancement requests, or other feedback regarding the Service (“Feedback”), you grant us an unrestricted, irrevocable, perpetual, royalty-free licence to use and incorporate such Feedback into the Service without obligation to you.

9.3 Trademarks

“Govern.Cloud” and our logos are trademarks of the Company. You may not use our trademarks without our prior written consent, except as reasonably necessary to refer to or identify the Service.

10. Service Availability

10.1 Uptime

We use commercially reasonable efforts to maintain the availability of the Service. However, the Service may be unavailable from time to time due to:

Scheduled maintenance (we will endeavour to provide reasonable advance notice).
Unscheduled maintenance or emergency repairs.
Factors beyond our control, including third-party service outages (such as Microsoft 365, Supabase, or Vercel).
Force majeure events.

10.2 No SLA (Standard)

These Terms do not include a formal Service Level Agreement (SLA). If your organisation requires specific uptime guarantees or SLA commitments, please contact us at sales@govern.cloud to discuss enterprise arrangements.

10.3 Dependency on Third-Party Services

The Service relies on the availability of Microsoft 365 and the Microsoft Graph API. We are not responsible for any Service limitations or disruptions caused by issues with Microsoft’s services, APIs, or infrastructure.

11. Support

We provide support via email at support@govern.cloud during Australian Eastern business hours (AEST/AEDT). We will use commercially reasonable efforts to respond to support requests within 2 business days.

12. Confidentiality

12.1 Confidential Information

Each party may disclose confidential information to the other in connection with these Terms. “Confidential Information” includes any non-public information disclosed by one party to the other, whether orally, in writing, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential.

12.2 Obligations

Each party agrees to:

Use the other party’s Confidential Information only for the purposes contemplated by these Terms.
Protect the other party’s Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.
Not disclose the other party’s Confidential Information to third parties except as permitted by these Terms or with prior written consent.

12.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is rightfully received from a third party without restriction.

13. Warranties and Disclaimers

13.1 Our Warranties

We warrant that:

The Service will perform materially in accordance with its documentation during the subscription term.
We will provide the Service with reasonable skill and care.
We have the right to provide the Service and grant the licences described in these Terms.

13.2 Disclaimer

Except as expressly set out in these Terms, the Service is provided “as is” and “as available.” To the maximum extent permitted by applicable law, we disclaim all other warranties, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that:

The Service will be uninterrupted, error-free, or free of harmful components.
The Service will meet all of your requirements.
Any defects in the Service will be corrected.
The governance insights, reports, or recommendations provided by the Service are complete, accurate, or suitable for any particular compliance requirement.

13.3 Beta Features

We may offer beta or preview features that are provided “as is” without any warranty. Beta features may be modified or discontinued at any time without notice.

14. Limitation of Liability

14.1 Exclusion of Consequential Damages

To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, arising out of or related to these Terms, whether based in contract, tort (including negligence), strict liability, or any other legal theory, even if the party has been advised of the possibility of such damages.

14.2 Liability Cap

To the maximum extent permitted by applicable law, our total aggregate liability arising out of or related to these Terms shall not exceed the total fees paid by you to us during the twelve (12) months immediately preceding the event giving rise to the claim.

14.3 Exceptions

Nothing in these Terms excludes or limits liability for:

Death or personal injury caused by negligence.
Fraud or fraudulent misrepresentation.
Any liability that cannot be excluded or limited under applicable law, including under the Australian Consumer Law.

14.4 Acknowledgement

You acknowledge that the fees paid for the Service reflect the allocation of risk set out in these Terms, and that the Service would not be provided at the current pricing without these limitations.

15. Indemnification

15.1 Your Indemnification

You agree to indemnify, defend, and hold harmless Govern.Cloud and its officers, directors, employees, and agents from and against any claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising out of or related to:

Your breach of these Terms.
Your use of the Service in violation of applicable law.
Any claim by a third party arising from governance actions taken by the Service at your direction or configuration.
Your violation of any third party’s rights, including Microsoft’s terms of service.

15.2 Our Indemnification

We will indemnify and defend you from any third-party claim that the Service, as provided by us, infringes any intellectual property rights of a third party, provided that you promptly notify us of the claim and give us sole control of the defence.

16. Term and Termination

16.1 Subscription Term

Your subscription begins on the date you first subscribe to the Service and continues on a month-to-month basis unless terminated in accordance with these Terms.

16.2 Cancellation by You

You may cancel your subscription at any time by providing notice through the Service or by contacting us at support@govern.cloud. Cancellation takes effect at the end of your current billing period. You remain responsible for all fees incurred up to the effective date of cancellation.

16.3 Termination by Us

We may terminate or suspend your access to the Service:

For cause: Immediately upon written notice if you materially breach these Terms and fail to cure such breach within 14 days of receiving notice.
For non-payment: If fees remain unpaid for more than 30 days after they become due.
For legal reasons: If we are required to do so by law or if continuing to provide the Service would expose us to material legal liability.

16.4 Effect of Termination

Upon termination:

Your licence to access and use the Service immediately terminates.
You must cease all use of the Service.
We will retain Customer Data for 30 days to allow you to export your data, after which it will be permanently deleted.
All outstanding fees become immediately due and payable.
Sections that by their nature should survive termination will survive, including Sections 7.1 (Ownership), 9 (Intellectual Property), 12 (Confidentiality), 13.2 (Disclaimer), 14 (Limitation of Liability), 15 (Indemnification), 17 (Governing Law), and 18 (Dispute Resolution).

17. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Queensland, Australia, without regard to its conflict of laws principles. Subject to Section 18, the courts of Queensland, Australia shall have exclusive jurisdiction over any disputes arising under or in connection with these Terms.

18. Dispute Resolution

18.1 Good Faith Negotiation

Before initiating any formal dispute resolution proceedings, each party agrees to attempt to resolve any dispute arising out of or relating to these Terms through good faith negotiation for a period of at least 30 days.

18.2 Mediation

If the dispute is not resolved through negotiation, either party may refer the dispute to mediation administered by the Resolution Institute (or its successor) in Brisbane, Queensland, Australia.

18.3 Litigation

If the dispute is not resolved through mediation within 60 days of referral, either party may commence proceedings in the courts of Queensland, Australia.

19. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by:

Posting the updated Terms on our website with a revised “Last Updated” date.
Sending an email notification to the primary contact on your account at least 30 days before material changes take effect.

Your continued use of the Service after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must cancel your subscription before the changes take effect.

20. General Provisions

20.1 Entire Agreement

These Terms, together with our Privacy Policy and any order form or subscription confirmation, constitute the entire agreement between you and Govern.Cloud regarding the Service and supersede all prior agreements, understandings, and communications.

20.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

20.3 Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.

20.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.

20.5 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent caused by events beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government actions, or failure of third-party services (including Microsoft 365).

20.6 Notices

All notices under these Terms must be in writing and sent to the email addresses provided during registration (for you) or to legal@govern.cloud (for us).

20.7 Relationship of Parties

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties. Each party is an independent contractor.

20.8 Third-Party Rights

These Terms do not confer any rights on any person or entity other than the parties to these Terms, except as expressly stated.