This Acceptable Use Policy applies to Neutopia’s institutional Customers under a B2B Services Agreement. It does not apply directly to individual users of a community, learning or membership platform powered by Neutopia. If you are an individual user, the terms that govern your access to and use of the Platform are the Platform Terms published or made available by the relevant Customer, including through that Customer’s platform login page or other access point.
1. Introduction and Scope
(a)
This Acceptable Use Policy (
Policy) is the Acceptable Use Policy referred to in clause 2.5 of the B2B Services Agreement between Neutopia Pty Ltd ACN 167 226 977 (
Neutopia, we, us or our) and each Customer (
B2B Services Agreement). This Policy is published at
https://neutopia.co/terms/.
(b)
This Policy applies to each Customer that accesses or uses the Platform under a B2B Services Agreement with Neutopia. It governs the Customer’s own use of the Platform and the Customer’s administration of access to, and use of the Platform by, Authorised Users.
(c)
Neutopia has no direct contractual relationship with Authorised Users solely by reason of their access to or use of the Platform. This Policy does not apply directly to Authorised Users. Each Authorised User’s use of the Platform is instead governed by the Platform Terms that the Customer is required to implement, maintain and enforce under clause 2.8 and Schedule 6 (Platform Terms Requirements) of the B2B Services Agreement.
(d)
Capitalised terms used but not defined in this Policy have the meaning given to them in the B2B Services Agreement.
2. Relationship with the B2B Services Agreement
(a)
This Policy forms part of, and must be read together with, the B2B Services Agreement. Compliance with this Policy is a condition of the Customer’s access to and use of the Services, in accordance with clause 2.5 of the B2B Services Agreement.
(b)
This Policy does not limit the Use Restrictions set out in clause 2.4 of the B2B Services Agreement, which continue to apply in full. This Policy is intended to be read consistently with clause 2.4.
(c)
If there is any inconsistency between this Policy and the B2B Services Agreement, the B2B Services Agreement prevails to the extent of any inconsistency.
3. Acceptable Use Standards
In addition to the Use Restrictions in clause 2.4 of the B2B Services Agreement, the Customer must, and must take reasonable steps to ensure that its personnel with administrator-level access to the Platform:
(a)
use the Platform only for the Customer’s internal business purposes and in accordance with the B2B Services Agreement, this Policy and the Documentation, including for operating the Customer’s community, learning or membership environment as contemplated by the B2B Services Agreement;
(b)
maintain accurate and current registration information for the Customer’s administrator-level accounts;
(c)
restrict administrator-level access to the Platform to personnel who reasonably require that access for the Customer’s permitted use of the Services, and maintain appropriate access controls over administrator credentials;
(d)
do not use the Platform in a manner that is unlawful or reasonably likely to cause material reputational harm to Neutopia as a direct consequence of the Customer’s breach of the B2B Services Agreement, this Policy or applicable law; and
(e)
do not use Neutopia’s name, trade marks or branding except as expressly permitted by the B2B Services Agreement or with Neutopia’s prior written consent.
4. Authorised Users and Platform Terms
(a)
The Customer must implement, maintain and enforce Platform Terms that meet the minimum requirements of clause 2.8 and Schedule 6 (Platform Terms Requirements) of the B2B Services Agreement, including provisions addressing permitted use, prohibited conduct and content standards for Authorised Users
(b)
The Customer remains responsible for Authorised Users’ compliance with the Platform Terms, and for enforcing the Platform Terms, in accordance with clause 2.8(d) of the B2B Services Agreement and clauses 21 and 22 of Schedule 6 (Platform Terms Requirements) of the B2B Services Agreement.
(c)
This Policy does not replace the Platform Terms. The Customer must not rely on this Policy in place of implementing, maintaining and enforcing Platform Terms that comply with clause 2.8 and Schedule 6 (Platform Terms Requirements) of the B2B Services Agreement..
5. User Generated Content and Moderation
(a)
The Customer’s responsibilities in relation to User Generated Content are set out in clause 2.7 of the B2B Services Agreement, including ensuring that Authorised Users’ creation and sharing of User Generated Content complies with the B2B Services Agreement, this Policy, the Platform Terms, and applicable law.
(b)
The Customer must implement and enforce community guidelines, moderation procedures, and escalation pathways appropriate to the nature of its organisation and its Authorised Users, in accordance with clause 4.2(g) of the B2B Services Agreement.
(c)
Neutopia’s rights to monitor, review, remove or disable access to User Generated Content, and to suspend access to the Services or an Authorised User’s access where appropriate, are set out in clauses 2.6 and 2.7(d) of the B2B Services Agreement and are not limited by this Policy.
6. AI Services
(a)
Where AI Services are enabled on the Platform, the Customer’s obligations in relation to automated decision-making, human review, and content moderation using AI Services are set out in clause 4.4, Schedule 5 (Data Processing Addendum) and Schedule 6 (Platform Terms Requirements) of the B2B Services Agreement. This Policy does not limit or duplicate those obligations.
(b)
The Customer is responsible for determining which AI Services are appropriate to enable for its Authorised Users, having regard to the nature of its organisation, its Authorised Users and its applicable legal and policy obligations. The Customer must ensure that its Platform Terms include the AI-related disclosures and restrictions required by clause 2.8 and Schedule 6 (Platform Terms Requirements) of the B2B Services Agreement.
7. Security
(a)
The Customer must maintain reasonable administrative and technical measures to protect the security of its administrator accounts and access credentials and to prevent unauthorised access to or use of the Services.
(b)
The Customer must notify Neutopia promptly using the contact details specified for operational matters or support requests in Schedule 4 (Contacts and Notices) of the B2B Services Agreement, or any replacement contact details notified by Neutopia, if it becomes aware of any actual or suspected unauthorised access to its administrator accounts or any security incident affecting its access to the Services.
(c)
Neutopia’s obligations in relation to Security Incidents affecting Customer Data are set out in clause 4.9 and Schedule 5 (Data Processing Addendum) of the B2B Services Agreement, and are not affected by this Policy.
8. Enforcement
(a)
A breach of this Policy by the Customer is a breach of the B2B Services Agreement.
(b)
Neutopia may take any action available to it under clause 2.6 (Suspension for Breach) of the B2B Services Agreement in response to a breach of this Policy. This Policy does not create any separate or additional suspension or termination process.
9. Updates to this Policy
(a)
Neutopia may update this Policy from time to time in accordance with clauses 2.5(b) of the B2B Services Agreement, by providing reasonable notice to the Customer.
(b)
If the Customer does not accept a material change to this Policy that has a material adverse effect on the Customer’s legitimate interests, the Customer may follow the process set out in clause 2.5(c) of the B2B Services Agreement.
10. Governing Law
This Policy is governed by the laws of New South Wales, Australia, consistent with clause 14.10 of the B2B Services Agreement.
11. Contact
Neutopia Pty Ltd ACN 167 226 977
81–83 Campbell Street
Surry Hills NSW 2010
Australia
For legal notices and formal correspondence: legal@neutopia.co
For support requests and operational matters: support@neutopia.co
The Customer must give notices under the B2B Services Agreement in accordance with clause 14.9 and Schedule 4 (Contacts and Notices) of that agreement.
This Policy should be read together with the B2B Services Agreement and, in relation to an Authorised User’s access to or use of the Platform, the Platform Terms implemented by the relevant Customer.
