(a)In this Agreement, unless the context otherwise requires, capitalised terms have the meaning given to them in this Agreement. Parties means you and us.
(b)We own the cloud-based software, including all instructions in hard copy or electronic form and any update, modification or release of any part of that software (Software) which is accessible at https://meetalfie.com/ (Site). The Software as a service, as described on the Site (SaaS Services) provides you access to an operations platform which improves your customer service and helps you manage your operations, deliver your services, including receiving, managing and tracking orders made by your guests, live chatting with your guests, personalising the experience of your guests and other exciting features.
(c)By accepting this Agreement:
(b)We will provide you with certain Account details (such as a username(s) and password(s)). You agree that we may alter or update these details at any time during the Term. It is your responsibility to keep your Account details confidential. You are liable for all content posted and all activity on your Account, including activity by end users and administrator users and for ensuring that any activities on your Account comply with this Agreement. You must immediately notify us of any unauthorised use of your Account
(c)You may ask us to create end user accounts and administrator accounts, each with different features. You are responsible for designating who will have access to your Account as an end user or administrator
(a)In consideration for payment of the Fees for your chosen monthly or annual plan which provides for certain service features and may specify a number of authorised users, as set out in the Order Form (Plan), we grant you a non- exclusive, non-transferable, non-sublicensable (except as otherwise permitted under this Agreement), personal and revocable licence to access and use the SaaS Services for business purposes for the Term (SaaS Licence).
(b)You agree that:
(a)You must not (and must ensure the authorised users do not) access or use the SaaS Services except as permitted by the SaaS Licence and you must not do, omit to do, or authorise any act that would or might invalidate or be inconsistent with our intellectual property rights in the SaaS Services or Software. Without limiting the foregoing provisions, you must not and must not permit any other person to:
(a)During the Term, we will provide you with support services, including initial on-boarding assistance and email support at any time via email@example.com and as set out on the Site (Support Services), provided that, in relation to email support, (i) you notify us in accordance with any applicable systems and processes set out on the Site and (ii) where required, you assist us in investigating and ascertaining the cause of the fault and provide us with access to all necessary information relevant to the fault (including what you or your personnel have done in relation to the fault). We will aim to respond to your request within 24 hours.
(a)Licence: You grant us and our sub-processors a limited license to (i) copy, back-up, process, transmit, store and aggregate documents, information and other data you, your personnel or any authorised users provide to us or upload to the SaaS Services or which we otherwise access in providing the Services (Data) and (ii) otherwise access, use or make reference to the Data or any intellectual property rights in the Data:
(b)General: You must, at all times, ensure the integrity of your Data and that your use of your Data is compliant with all Laws. You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to provide all your Data to us and to grant the rights granted to us in this Agreement; and (ii) your Data and its transfer to and use by us as authorised by you under this Agreement do not violate any Laws (including those relating to export control and electronic communications) or rights of any third party, including any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorised in this Agreement is not inconsistent with the terms of any applicable privacy policies. We assume no responsibility or liability for your Data, and you shall be solely responsible for your Data and the consequences of using, disclosing, storing or transmitting it.
(c)Removals: We have no obligation to monitor any content uploaded to the SaaS Services. Nonetheless, if we deem such action necessary for any reason, we may (without limiting our other rights) remove your Data from the SaaS Services. We have no liability to you for removing your Data from the SaaS Services.
You must, at your expense:
(a)provide us with all materials and all reasonable assistance and cooperation in order for us to supply the Services in an efficient and timely manner, including obtaining from authorised users any consents necessary to allow you and your personnel to engage in the activities described in this Agreement and to allow us to provide the Services;
(b)ensure that only your personnel and authorised users access and use the SaaS Services and such use and access is in accordance with this Agreement;
(c)ensure all information provided to us is kept up-to-date and the email address you provide is valid and regularly checked; and
(d)make any changes to your computing environment including all Systems, information technology and telecommunications services (Computing Environment), such as system upgrades, that may be required to support the delivery and operation of any Services.
(a)You must pay us the Subscription Fee and any other amount payable to us under this Agreement, without set off or delay, via direct debit or credit card through our third party payment processor or any other payment method as agreed.
(b)The Subscription Fee for your Plan is payable in advance of the next billing cycle for your Plan and will be charged on a recurring basis depending on the billing cycle chosen to your selected payment method on the calendar day corresponding to when you registered for an Account. In some cases your payment date may change, for example if payment is unable to be processed or if your SaaS Licence began on a day not contained in a given month.
(c)We will also charge you a Transaction Fee for each guest transaction made through your Account. You agree that:
(d)The Fees are non-refundable. To the maximum extent permitted by law, there will be no refunds or credits for any unused Plan (or part thereof), Plan downgrade or unused Accounts. Downgrading your Plan may result in the loss of content, features or capacity of your Account. We do not accept any liability for any losses or damages that may arise in such cases.
(e)If you upgrade or downgrade your Plan (by written notice to us), the payment method linked to your Account will automatically be charged the Subscription Fee for your new Plan minus any credit remaining on your current Plan. Please ensure that the account linked to your chosen payment method has sufficient funds to pay the Fees. If your chosen payment method is blocked or expires and you do not cancel your Account, you will remain responsible for paying the Subscription Fees for the Plan, which will accrue to your Account until we receive a cancellation notice.
(f) All Fees exclude GST. If you are located outside Australia you will not be charged GST. You are responsible for all taxes, levies or duties imposed by taxing authorities in your own country, and you shall be responsible for payment of them. We have no responsibility to them on your behalf.
(g)The Fees are subject to change upon 30 days’ written notice from us to you and will apply to the next Plan billing cycle. Such notice may be provided at any time by sending you a written notice via email or via a notification to your Account. If you do not agree to the Fee change, you may cancel your Account in accordance with the termination clause 11(a).
(h)If any payment is not made in accordance with our payment terms, we may (at our absolute discretion):
(a)All intellectual property (including copyright) developed, adapted, modified or created by us or our personnel (including in connection with this Agreement, the Software and the Services) will at all times vest, or remain vested, in us.
(b)You must not, without our prior written consent:
(c)This clause will survive termination of your Account.
(a)Despite anything to the contrary, to the maximum extent permitted by the law:
(b)Despite anything to the contrary, to the maximum extent permitted by the law, we have no liability, and you release and discharge us from all liability, arising from or in connection with any:
where caused or contributed to by any:
(c)Certain legislation including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to our provision of our services which cannot be excluded, restricted or modified (Statutory Rights). Nothing in this Agreement attempts to exclude, restrict or modify your Statutory Rights as a consumer under the ACL. Any and all other warranties or conditions which are not guaranteed by the ACL are expressly excluded where permitted, except to the extent such warranties and conditions are fully expressed in this Agreement.
(d)You acknowledge and agree that:
(e)Despite anything to the contrary, to the maximum extent permitted by law, you must indemnify us and hold us harmless from and against any loss, cost, liability or damage, howsoever arising, suffered or incurred by us and arising from or in connection with any claim relating to your Data, your use of the Services or any breach of this Agreement by you.
(f) This clause will survive termination of your Account.
(a)You may terminate your Account and this Agreement by emailing our support staff at firstname.lastname@example.org. No refunds will be given upon termination in accordance with this clause 11(a) and your Account and access to the SaaS Services will be terminated within 24 hours of your notification to us. You may email us to request reactivation of your terminated Account and we will consider your request but we reserve the right to refuse your request.
(b)You must ensure that all your Data on the SaaS Services is backed up so that you do not lose your Data if we suspend or terminate your Account.
(c)We may terminate this Agreement and the Order Form if you:
(d)If we determine that your actions endanger the operation of the Services or other users, we may suspend your Account immediately without notice. You will continue to be charged for the Services during any suspension period in which you are in breach of this Agreement. If we suspend your Account and you are not in breach of this Agreement, we will apply a credit to your Account for the Fees you have paid for any unused portion of your Plan to which the period of suspension relates. If we terminate your Account and you are not in breach of this Agreement, we will refund you the Fees you have paid for any unused portion of your Plan. If we terminate your Account and you are in breach of this Agreement, no refunds will be given.
(e)We may suspend overdue Accounts without notice to you. A reinstatement charge may apply to reactivate any suspended Account once full payment has been received.
(b)We may disclose that information to third party service providers who help us deliver our services (including information technology service providers, data storage, web-hosting and server providers, professional advisors, payment systems operators and our business partners) or as required by law. If you do not provide this information we may not be able to provide the Services to you. In certain circumstances, we may disclose your personal information to third parties located, or who store data, outside Australia.
(d)Notwithstanding anything to the contrary in this Agreement or elsewhere, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Services, in an aggregated and anonymized format (Analytics). You agree that we may make such Analytics publicly available, provided that it: (i) does not contain identifying information; and (ii) is not compiled using a sample size small enough to make the underlying data identifiable. We and/or our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content provided in connection with the Analytics, including all intellectual property rights in the foregoing.
(a)We reserve the right to refuse any request for or in relation to Services that we deem inappropriate, unreasonable, illegal or otherwise non-compliant with this Agreement.
(b)Non-exclusive: Services will be provided to you on a non-exclusive basis.
(c)Subcontracting: We may engage subcontractors to perform the Services on our behalf.
(d)Force Majeure: If a party (Affected Party) is unable to perform any of its obligations under this Agreement due to an event or circumstance beyond its reasonable control (Force Majeure) and it gives the other party prompt written notice of such, the Affected Party’s obligations shall be suspended to the extent necessary. The Affected Party must use reasonable efforts to limit the impact of the event on its performance and must continue to perform its obligations in full as soon as the Force Majeure ceases.
(e)Disputes: Neither party may commence court proceedings relating to any dispute arising from, or in connection with, this Agreement without first meeting with a senior representative of the other party to seek (in good faith) to resolve that dispute (unless that party is seeking urgent interlocutory relief or the dispute relates to compliance with this provision).
(f) Notices: Any notice given under this Agreement must be in writing and addressed to us at the details set out below or to you at the details provided when setting up your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of email.
(g)Waiver: Any failure or delay by a party in exercising a power or right (either wholly or partly) in relation to this Agreement does not operate as a waiver or prevent a party from exercising that power or right or any other power or right. A waiver must be in writing.
(h)Relationship of parties: This Agreement are not intended to create a partnership, joint venture or agency relationship between the parties.
(i) Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions.
(j) Assignment: You must not assign any rights or obligations under this Agreement, whether in whole or in part, without our prior written consent.
(k)Amendment: This Agreement may only be varied by written agreement executed by both parties.
(l) Governing law: This Agreement is governed by the laws of New South Wales. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waive any rights to object to proceedings being brought in those courts. The Services may be accessed in Australia and overseas. We make no representation that the Services complies with the laws (including intellectual property laws) of any country outside of Australia. If you access the Services from outside Australia, you do so at your own risk and are responsible for complying with the laws in the place you access the Services.