1. Introduction
1.1 Data Drift provides a hosted data platform built on Snowflake, together with data engineering and AI services, for Australian businesses. For each Client we provision, configure and administer a dedicated Snowflake account (a Platform Account) into which the Client’s data is loaded, modelled and analysed.
1.2 These Terms govern the Platform, the client portal at datadrift.com.au/clients, the Data Drift sign-in service at login.datadrift.com.au, the Connections we establish between a Client’s systems and its Platform Account, and the website at datadrift.com.au. By accepting an Order, or by accessing or using any of the Services, you agree to these Terms together with our Privacy Policy. Please read them carefully.
1.3 If you use the Services on behalf of an organisation, you represent that you are authorised to accept these Terms for that organisation, and references to “you” include it.
1.4 The Services are provided for business purposes. You warrant that you acquire them for the purposes of a business and not for personal, domestic or household use.
2. Definitions
In these Terms:
- Authorised User means a person whom you have nominated, and we have invited, to use the Portal, the Login or your Platform Account.
- Client means an organisation that subscribes to the Platform or otherwise engages Data Drift to provide services.
- Client Data means data belonging to a Client that Data Drift hosts on the Platform or otherwise accesses, transfers or processes under an Order, including data drawn from the Client’s mailboxes, practice or business management systems and other applications.
- Connection means an authorisation, granted through the Portal or configured by a Client, that allows data to flow from a Client’s systems into its Platform Account.
- Data Drift, we, us and our mean A.D Schneider & J Schneider (ABN 24 373 363 757), a partnership trading as Data Drift (registered business name DATADRIFT), of Melbourne, Victoria.
- Fees means the amounts payable for the Services as set out in an Order.
- Login means the Data Drift sign-in service at login.datadrift.com.au.
- Order means a proposal, statement of work or order form accepted by a Client that sets out the Services to be provided, the Fees, the Subscription Term and any special terms.
- Platform means the hosted data platform we provide, consisting of the Platform Accounts and the tools we operate around them.
- Platform Account means a Snowflake account that we provision, configure and administer for a single Client.
- Portal means the client portal at datadrift.com.au/clients.
- Services means the Platform, the Portal, the Login, the Connections, the website and the work we perform under an Order.
- Snowflake means Snowflake Inc. and its affiliates, which operate the cloud data service on which the Platform is built.
- Subscription Term means the period for which a Platform Account is provided, as set out in the Order and any renewal of it.
- you and your mean the person using the Services and, where that person acts on behalf of a Client, that Client.
3. Orders
3.1 The Services we provide to a Client, the Fees and the Subscription Term are set out in an Order. Each Order incorporates these Terms.
3.2 If there is any inconsistency between these Terms and an Order, the Order prevails to the extent of the inconsistency.
4. The Platform
4.1 During the Subscription Term we will provision, configure and administer a Platform Account for you, host it in Snowflake’s Sydney, Australia region, and provide the Services described in the Order.
4.2 Your Platform Account is provisioned within Data Drift’s Snowflake organisation and is provided to you by Data Drift under our agreement with Snowflake. It is not a direct Snowflake subscription. Snowflake is not a party to these Terms and has no obligations to you, and Snowflake’s own service terms, pricing, support arrangements and account features do not apply to you. Data Drift administers the account, provides your support and is your sole counterparty for the Services.
4.3 A Platform Account may be used only by you, your affiliates and your contractors, through Authorised Users. You must not share, sublicense, resell or transfer access to your Platform Account, or use it to provide services to any other organisation, without our prior written agreement.
4.4 You warrant that you are not, and will not use the Platform on behalf of, a government agency or authority, a quasi-governmental body, an international governing body or an institution that is majority publicly funded. You must notify us immediately if this ceases to be true.
4.5 We may set limits on the compute, storage and other resources available to your Platform Account, as set out in the Order or otherwise notified to you, and may restrict usage that exceeds them.
4.6 Snowflake may review Platform Accounts for abuse or security issues, and may collect information about the use of your Platform Account and provide it to us. Our Privacy Policy describes how that information is handled.
4.7 While we build your Platform, we hold the administrative access needed to configure your Platform Account, connect your systems and load and model your data. Once the build is complete, our administrative access is locked. We unlock it only at your request, for the purpose and duration of the support or change you have asked for, and every action taken while it is unlocked is logged in your Platform Account. As the holder of the account we retain the ability to administer it, and we may do so without your request only where necessary to respond to a security incident, to protect the Services or other Clients, or to comply with the law, in which case we will notify you.
5. Authorised Users and access
5.1 Access to the Portal, the Login and your Platform Account is by invitation. You nominate Authorised Users and we invite them. You may ask us to remove an Authorised User at any time, and you must do so promptly when a person ceases to be authorised to act for you.
5.2 Authorised Users must sign in using their own work accounts. They must not share their credentials or allow any other person to use their access.
5.3 You are responsible for the acts and omissions of your Authorised Users as if they were your own, and for the security of their accounts. You must notify us immediately at info@datadrift.com.au if you become aware of any unauthorised use of the Services.
5.4 To create and operate Platform logins, we provide the names and email addresses of Authorised Users to Snowflake. You warrant that you are entitled to provide that information to us for that purpose, and that you have given your Authorised Users any notice the law requires.
6. Connections to your systems
6.1 The Services allow an Authorised User to authorise a Connection to your systems, such as a Microsoft 365 or Google Workspace mailbox or a practice management system, so that data can be transferred into your Platform Account.
6.2 When you authorise a Connection, or ask us to establish one, you represent and warrant that:
- you have authorised the Authorised User to grant that access;
- you are entitled to collect and use the data concerned, including personal and sensitive information relating to your staff, customers, patients and other individuals;
- you have given all notices and obtained all consents required by law for that data to be handled in the manner described in our Privacy Policy; and
- you will notify us promptly if that authority is withdrawn.
6.3 A Connection may be revoked at any time by you or an Authorised User, as described in our Privacy Policy. Revoking a Connection may prevent us from completing the related work.
7. Client Data
7.1 Client Data remains your property. Nothing in these Terms transfers ownership of Client Data to Data Drift.
7.2 You grant Data Drift, and Snowflake as our sub-processor, a non-exclusive licence to host, copy, transfer and process Client Data solely to the extent required to provide the Services and to perform the work described in the Order.
7.3 We will not use Client Data for any other purpose. In particular, we will not sell Client Data, use it for advertising, or use it to develop, improve or train artificial intelligence or machine learning models.
7.4 We will host Client Data on the Platform in Australia, and will not store or replicate it outside Australia except as described in our Privacy Policy and on our Sub-processors page.
7.5 You are responsible for the accuracy and lawfulness of Client Data. You must not load into the Platform:
- full payment card numbers or card security codes;
- data that you are not entitled to share with us; or
- data whose handling on the Platform would breach any law or any contract that binds you.
7.6 The Platform holds copies of data whose primary records remain in your own systems. You must maintain those primary records and meet any record-keeping obligations that apply to you independently of the Platform.
7.7 You may export your Client Data in open formats at any time during the Subscription Term, and for 30 days after it ends, using the tools we provide or by asking us.
8. Fees and payment
8.1 You must pay the Fees set out in the Order. Fees may include fixed subscription charges and usage-based charges calculated as described in the Order.
8.2 Unless the Order states otherwise, we invoice monthly in arrears, and invoices are payable within 14 days of the invoice date.
8.3 Fees are stated exclusive of GST, which is payable in addition.
8.4 We may vary the Fees for a renewal of the Subscription Term by giving you at least 30 days’ notice before the renewal date.
8.5 If an invoice is overdue, we may suspend access to the Services after giving you 7 days’ notice, until payment is received.
9. Suspension
9.1 We may suspend or restrict access to the Services, in whole or in part, where we reasonably consider it necessary to protect the Services, other Clients, Client Data or Snowflake’s service; where required by law or by our agreement with Snowflake; or where you are in breach of these Terms.
9.2 Where practicable, we will notify you before suspending access, and we will restore access once the issue is resolved.
10. Support, availability and changes
10.1 We provide support to Authorised Users by email at info@datadrift.com.au during Australian business hours, unless the Order provides otherwise.
10.2 We will use reasonable efforts to keep the Services available and secure. The Platform depends on Snowflake and on the other providers listed on our Sub-processors page, and we do not guarantee that the Services will be uninterrupted or error-free. We may perform maintenance from time to time and will give notice of planned maintenance where practicable.
10.3 We may modify the Services. Where a change materially reduces the functionality of the Platform, we will give you at least 30 days’ notice.
11. Third-party services
11.1 The Services depend on products operated by third parties, including Snowflake, Microsoft, Google, Okta (Auth0) and Vercel, as described on our Sub-processors page. Your use of Microsoft, Google or other systems that you connect to the Platform remains subject to your own agreements with those providers.
11.2 We are not responsible for third-party products, including any outage, change or withdrawal of a feature. Where a third-party change affects the Services, we will inform you and use reasonable efforts to provide an alternative.
12. Acceptable use
12.1 You must not, and must not permit any other person to:
- access or attempt to access any account, data or system for which access has not been granted to you;
- probe, test or circumvent the security of the Services or of any other Client’s systems without our prior written consent;
- upload, connect or transfer data that you are not entitled to share;
- use the Services in breach of any law, or in a manner that infringes the rights of any person;
- use the Platform in breach of Snowflake’s acceptable use policy as published by Snowflake from time to time, a copy of which we will provide on request; or
- interfere with the operation of the Services, including by placing an unreasonable load on them.
13. Intellectual property
13.1 Data Drift owns, or is licensed to use, all intellectual property rights in the Services, including the content, design and code of this website and the Portal and the tooling we operate around the Platform. These Terms grant you no rights in them other than the right to use the Services in accordance with these Terms during the Subscription Term.
13.2 Ownership of work product delivered under an Order is governed by that Order.
14. Confidentiality
14.1 Confidential Information means information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, and includes Client Data and the Fees. It does not include information that is publicly available other than through a breach of these Terms, or that the receiving party already held or independently developed.
14.2 Each party must keep the other’s Confidential Information confidential, use it only for the purposes of these Terms, and disclose it only to its personnel, advisers and, in our case, the sub-processors listed on our Sub-processors page, who need it for those purposes and are bound by confidentiality obligations, or where disclosure is required by law.
15. Privacy
15.1 We handle personal information as described in our Privacy Policy, which forms part of these Terms.
15.2 In relation to personal information within Client Data, we will act on your reasonable instructions, assist you to respond to requests for access or correction and to eligible data breaches, and notify you as soon as practicable if we become aware of a data breach affecting your Client Data.
16. Warranties and liability
16.1 Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy conferred by the Competition and Consumer Act 2010 (Cth) or any other law that cannot lawfully be excluded.
16.2 Subject to clause 16.1, the Services are provided “as is”, and we exclude all other warranties, conditions and guarantees, whether express or implied.
16.3 Subject to clause 16.1, our total liability arising out of or in connection with the Services, whether in contract, tort (including negligence), under statute or otherwise, is limited, at our option, to resupplying the Services or paying the cost of having them resupplied.
16.4 Subject to clause 16.1, we are not liable for any indirect or consequential loss, or for any loss of profits, revenue, business, data or goodwill, however arising.
17. Indemnity
You indemnify Data Drift against any loss, damage, cost or claim that we suffer or incur to the extent that it arises from:
- your breach of these Terms, or an act or omission of your Authorised Users;
- a Connection authorised without the authority described in clause 6.2;
- your collection or handling of data without the lawful basis, notices or consents described in clause 6.2; or
- any claim made against us by Snowflake arising from your use of your Platform Account or a breach of clause 4.3, 4.4 or 12.
18. Term and termination
18.1 The Subscription Term is set out in the Order. Unless the Order provides otherwise, it renews automatically for successive periods of the same length unless either party gives at least 30 days’ notice before the renewal date.
18.2 Unless the Order provides otherwise, either party may terminate an Order for convenience by giving the other at least 30 days’ written notice.
18.3 Either party may terminate an Order immediately by written notice if the other party breaches these Terms and does not remedy the breach within 14 days of being notified of it, or becomes insolvent.
18.4 On termination or expiry of an Order:
- access to the Platform Account and the related Services ends, except that you may export your Client Data for 30 days after termination as described in clause 7.7;
- after that 30-day period, or earlier at your request, we delete the Platform Account and your Client Data, and residual copies held by Snowflake’s data-protection mechanisms are purged within a further 90 days;
- Fees for the period up to termination remain payable; and
- clauses 7.1, 7.7, 13, 14, 16, 17 and 19 survive.
19. General
19.1 Governing law. These Terms are governed by the laws of Victoria, Australia. You and we submit to the non-exclusive jurisdiction of the courts of Victoria.
19.2 Entire agreement. These Terms, the Privacy Policy and each Order form the entire agreement between you and us about the Services.
19.3 Assignment. You may not assign these Terms or an Order without our written consent. We may assign them, on notice to you, to a successor that acquires our business.
19.4 No third-party rights. These Terms confer no rights on any person other than you and us.
19.5 Severability. If any provision of these Terms is held to be invalid or unenforceable, it will be severed, and the remaining provisions will continue in effect.
19.6 Changes to these Terms. We may update these Terms from time to time. We will post the updated version on this page and revise the date at the top, and we will give Clients at least 30 days’ notice of any change that materially affects them. Your continued use of the Services after a change takes effect constitutes acceptance of the updated Terms.
19.7 Notices. Notices to Data Drift may be sent to info@datadrift.com.au. Notices to you may be sent to the email address of your nominated contact or of an Authorised User.
20. Contact
Data Drift
Melbourne, Victoria
info@datadrift.com.au