SimpleDiagrams Cloud Terms

These SimpleDiagrams Cloud Terms (the Terms) are a legal agreement between the person or organisation using SimpleDiagrams Cloud (Customer, you, or your) and McQuillen Interactive Pty. Ltd. (ABN 49 600 623 069), an Australian proprietary limited company (McQuillen Interactive, we, us, or our). They govern the SimpleDiagrams Cloud website, hosted application, diagram viewer, APIs, agent interfaces, documentation, and related services (collectively, the Service).

By creating an account, accessing the Service, or accepting these Terms for an organisation, you agree to them. If you act for an organisation, you represent that you have authority to bind it. If you do not agree, do not use the Service.

1. Eligibility and accounts

You must be at least 18 years old and legally able to enter a contract. You must provide accurate account information, keep it current, maintain a verified email address capable of receiving notices, protect your credentials, and promptly notify us at support@simplediagrams.com if you suspect unauthorised access. Accounts are for individual people; do not share a human account or allow another person to act under your identity.

An organisation workspace is the tenant that owns its diagrams, shape libraries, memberships, subscription, and usage. An organisation owner or administrator may invite or remove members, assign roles, manage billing, and control organisation content. Customer is responsible for its administrators' decisions and for ensuring that each user and automated client is authorised.

2. The Service

SimpleDiagrams lets authorised authors create diagrams from ordinary drawing elements and semantic shapes, associate properties with those shapes, publish or share diagrams, and update current diagram state through approved interfaces. Viewers may see state changes through polling or another supported delivery method. Features and limits vary by plan and are described on the pricing page and in the Service.

Displayed values can be delayed, stale, incomplete, unavailable, incorrectly mapped, or wrong because of Customer configuration, a source system, a network, software, or other causes. Customer must use suitable independent monitoring, alarms, validation, and safety systems. The Service is not a SCADA control system, emergency service, building-control system, medical device, or source of engineering, safety, legal, or other professional advice. We do not send commands to Customer equipment.

3. Contract documents and order of precedence

The following documents form part of this agreement where applicable:

• the SimpleDiagrams Cloud Service and Shape Licence;
• the Acceptable Use Policy;
• the Data Processing Addendum;
• the plan selected in Checkout and any mutually signed order form; and
• the Privacy Policy, which is a notice rather than a contractual transfer of ownership.

A signed order form prevails over these Terms only where it expressly identifies the clause it changes. The DPA prevails for processing Customer Personal Data. Otherwise, these Terms prevail over the other incorporated policies. Purchase-order terms do not amend this agreement unless we expressly accept them in writing.

4. Plans, usage limits, and changes

SimpleDiagrams does not offer a Free organisation plan. Beginner, Pro, and Enterprise provide specified author seats, authored diagrams, organisation libraries, live-state update allowances, rate limits, and features. Viewer memberships, other authenticated viewers, and anonymous viewing do not consume paid author seats. Limits apply to the organisation that owns the diagram, regardless of whether an action comes from the browser, REST API, an integration, or an agent. We may reject an action that exceeds a plan limit; we will not silently charge an overage unless Customer separately agrees to an overage or top-up product.

We may improve, replace, or discontinue features. If we materially reduce a paid plan's core functionality during a current billing period, Customer may contact us for a reasonable remedy, which may include migration assistance, a pro-rata refund for the affected unused period, or termination. Preview, beta, or experimental features may change or stop without notice and should not be used for critical work.

5. Subscriptions, payment, tax, and renewal

An eligible new organisation may receive one 7-day free trial of its selected paid plan. A valid payment method is required in Checkout. Unless Customer cancels before the displayed trial end, the trial automatically becomes the selected monthly paid subscription and Stripe charges the disclosed total. A cancellation during trial prevents the first recurring charge and removes organisation authoring, API, and agent access once we receive confirmation from Stripe; it does not preserve those rights until the original trial end. Viewing remains subject to the diagram's access rules. We may refuse or revoke repeated, duplicate, fraudulent, or otherwise abusive trials.

Paid plans are monthly subscriptions billed in advance. Our published prices are in US dollars and include applicable transaction taxes. Checkout may offer a local currency and shows the currency, tax treatment, billing frequency, and final total before purchase. Stripe acts as merchant of record through Stripe Managed Payments, with Link providing the customer-facing transaction experience. McQuillen Interactive provides and supports the SimpleDiagrams software and Service. Stripe processes payment details; we do not store full card numbers. Customer authorises recurring charges to the selected payment method until cancellation.

Before we redirect Customer to Checkout, the authorised purchaser must accept the SimpleDiagrams Cloud Service and Shape Licence, Acceptable Use Policy, and applicable DPA using the required checkbox in SimpleDiagrams Cloud. We record that acceptance and associate it with the resulting subscription. Account signup separately requires agreement to these Terms and acknowledgement of the Privacy Policy.

Subscriptions renew automatically for successive monthly periods. Customer may cancel through the Stripe customer portal at any time; cancellation normally takes effect at the end of the paid period. Plan changes, credits, and prorations are shown by Stripe before confirmation. A supported upgrade during a free trial preserves the existing trial end and billing date; it does not start another trial or charge immediately for ending the trial. Self-service downgrades are not currently available. Failed payments may result in a limited grace period and then a loss of organisation authoring, API, and agent access without deleting diagrams. See the Refund and Cancellation Policy.

We may change a renewal price by giving at least 30 days' notice. The new price takes effect no earlier than the next renewal after the notice period. Customer can cancel before it takes effect.

6. Customer Content and instructions

Customer Content means diagrams, scene data, authored configuration, organisation-created shapes and libraries, external references, live-state values, and other material submitted by Customer through supported features. Uploaded assets or custom executable shape definitions are not included features unless expressly supported by the Service. As between the parties, Customer retains its rights in Customer Content. Customer grants us a non-exclusive, worldwide licence during the agreement to host, copy, process, render, transmit, cache, back up, and display Customer Content only as needed to provide, secure, support, and improve the operation of the Service and to comply with law.

Customer represents that it has all rights and permissions needed for Customer Content and our processing instructions. Customer is responsible for accuracy, legality, source-system authorisation, notices to data subjects, and the consequences of making a diagram public. Customer must not include credentials or secrets in diagrams, external references, state payloads, or other non-secret fields.

An All SimpleDiagrams users visibility setting authorises us to make that diagram available to any signed-in human account with its URL. It is not globally listed and does not authorise anonymous access. It does not transfer ownership, place the content in the public domain, or grant viewers a licence beyond viewing and ordinary use of the Service. Customer can change visibility, subject to copies or exports already made by viewers.

Anyone with the link (no account required) makes a diagram available to anyone who obtains its URL while anonymous diagram access is enabled in Site settings. If that site-wide setting is disabled, signed-in users with the URL can still view under this broad visibility; disabling anonymous access does not make the diagram private. Customer is responsible for deciding whether that public disclosure is appropriate. It is not a confidential or secret-link sharing feature, is not globally listed, and does not recover content a recipient has already captured.

7. Our technology, shapes, and feedback

We and our licensors retain all rights in the Service, software, APIs, schemas, documentation, design system, trademarks, component definitions, renderers, and SimpleDiagrams-supplied shapes and libraries (Platform Materials). Platform Materials are licensed, not sold. The precise rights to use supplied shapes in finished diagrams and exports are in the SimpleDiagrams Cloud Service and Shape Licence.

If you provide suggestions or feedback, you grant us a perpetual, worldwide, irrevocable, royalty-free right to use it without restriction or attribution. This does not transfer Customer Content or confidential information to us.

8. APIs, integrations, and agents

Customer may use documented APIs and agent interfaces only within its permissions, plan, and rate limits. Machine credentials must be kept secret, scoped as narrowly as practical, and revoked when no longer needed. Customer is responsible for actions performed by its integrations and by agents acting with its authority. The current MCP agent interface inspects existing diagrams and updates enabled current-state properties; it does not create, delete, move, or reconfigure diagrams or shapes. Agent access does not bypass revision checks, quotas, or permissions.

Do not rely on generated content or an agent's action without appropriate review. Customer must not use the Service or an agent interface to send commands to equipment or to make safety-critical decisions. All channels are subject to the AUP.

9. Confidentiality

Each party may receive non-public information that a reasonable person would understand to be confidential. The receiving party will use it only to perform this agreement, protect it with reasonable care, and disclose it only to personnel and providers who need it and owe confidentiality duties. These obligations do not apply to information independently developed, lawfully known without restriction, lawfully received from a third party, or made public without breach. A party may disclose information when legally required after giving notice where lawful.

10. Privacy and security

Our Privacy Policy explains how we handle account, billing, technical, and support information. The DPA applies when we process personal data contained in Customer Content on Customer's behalf. We use reasonable technical and organisational safeguards, but no internet service is perfectly secure. Customer must maintain its own backups or exports appropriate to the value of its data.

11. Suspension, cancellation, closure, and termination

We may suspend access where reasonably necessary to prevent a security incident, unlawful activity, material AUP breach, harm to the Service or others, or where payment remains overdue after any grace period. Where practicable, we will notify Customer, limit the suspension to the affected scope, and allow a reasonable cure. We may terminate for an uncured material breach after 30 days' written notice, or immediately for serious unlawful, fraudulent, dangerous, or repeated abuse.

We may permanently discontinue the Service for all customers (a Service Closure) by giving each verified organisation owner at least 30 days' written notice. During that notice period, we will make supported export available and, where safe and lawful, keep paid access available until the stated closure date. If a Service Closure is not required by law, security, fraud prevention, or Customer's material breach, we will provide a pro-rata refund of subscription fees actually paid for the unused part of the paid subscription period, as described in the Refund and Cancellation Policy. Where advance notice or continued access would create a security, legal, or material harm risk, we may suspend or end the affected access immediately and will give notice as soon as it is safe and lawful to do so.

Cancelling a paid subscription ends paid rights at the close of the paid period. Cancelling during a free trial removes authoring, API, and agent access once we receive confirmation from Stripe, as described in Section 5. Cancellation or failed payment is not an instruction to delete the organisation or Customer Content. The organisation then enters a lapsed state with no continuing free authoring, API, or agent access. Unless an owner asks us to close it sooner, we may retain the lapsed organisation for up to 12 months for supported export and resubscription. We will notify verified owners at least 60 and 30 days before scheduled closure. Restoring a paid subscription before closure cancels the pending closure.

An authorised organisation owner may request deliberate closure sooner. Customer should use supported export before requesting closure or before the lapsed period ends. Closure revokes access and starts deletion under the Privacy Policy; Customer Content is normally removed from active systems within 30 days, subject to narrow legal records and backup rotation. A termination for breach may also result in earlier closure where reasonably necessary for law, safety, security, or abuse prevention. Sections concerning payment, ownership, confidentiality, liability, disputes, and terms that by nature should survive will survive.

12. Warranties and Australian Consumer Law

We warrant that we will provide paid services with due care and skill. Except for express promises in this agreement and rights that cannot lawfully be excluded, the Service is provided “as is” and “as available.” We do not warrant uninterrupted or error-free operation, preservation of every item, fitness for a safety-critical or particular purpose, or accuracy and freshness of Customer-supplied or third-party data.

Nothing in these Terms excludes, restricts, or modifies a guarantee, right, or remedy under the Australian Consumer Law or another law that cannot be excluded. Where the law permits a limitation for services not ordinarily acquired for personal, domestic, or household use, our liability may at our option be limited to supplying the services again or paying the cost of having them supplied again.

13. Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, or consequential loss, or for lost profit, revenue, goodwill, opportunity, or anticipated savings. We are not liable for decisions or control actions based on displayed state, source-system errors, or Customer's failure to use independent monitoring and safety systems.

To the maximum extent permitted by law, our total aggregate liability arising from the Service in any 12-month period is limited to the amount Customer paid for the Service during that period, including through Stripe. The exclusions and cap do not apply to liability that cannot lawfully be limited, or to a party's fraud, wilful misconduct, breach of confidentiality, or infringement of the other party's intellectual property rights.

14. Indemnity

Customer will defend and indemnify us against a third-party claim to the extent it arises from Customer Content, Customer's unlawful use, or Customer's material breach of the AUP or another person's intellectual property or privacy rights. This obligation does not apply to the extent the claim was caused by our breach, negligence, or modification of Customer Content outside Customer's instructions. We will give prompt notice and reasonable cooperation, and Customer may control the defence provided no settlement admits our fault or imposes a non-monetary obligation without consent.

15. Changes and notices

We may update these Terms. For a material adverse change, we will give at least 30 days' notice by email or in-product notice and identify its effective date. If Customer does not agree, it may cancel before that date. Changes required urgently for law or security may take effect sooner with as much notice as practical. Continued use after the effective date constitutes acceptance where permitted; we may require fresh click-through acceptance for a material change.

16. General

The parties are independent contractors. Neither may assign this agreement without the other's consent, except in connection with a merger, reorganisation, or sale of substantially all relevant assets, provided the assignee assumes the agreement. We may use subcontractors but remain responsible for our obligations. Failure to enforce a term is not a waiver. If a term is unenforceable, it is modified to the minimum extent necessary and the remainder continues. Neither party is liable for delay caused by events beyond reasonable control, excluding payment obligations.

Before court proceedings, the parties will try in good faith for 30 days to resolve a dispute through authorised representatives. These Terms are governed by the laws of Victoria, Australia, and the parties submit to courts located in Victoria and courts hearing appeals from them. This does not limit non-excludable consumer rights or either party's right to seek urgent injunctive relief.

17. Contact

McQuillen Interactive Pty. Ltd. · ABN 49 600 623 069 · 7/3 Bolinda Street, Bentleigh, Victoria 3204, Australia · support@simplediagrams.com