Subscription Agreement Terms

subscription agreement terms & conditions

 

PLEASE READ THE TERMS AND CONDITIONS OF THIS SUBSCRIPTION AGREEMENT CAREFULLY. BY APPLYING FOR THE SERVICE, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT AS FROM THE DATE YOU APPLY TO FOR THE SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, YOU SHOULD NOT PROCEED WITH YOUR SUBSCRIPTION.

These are the standard Terms and Conditions of Subscription which apply to a Subscription to the Service, owned and operated by Saasset Pty Ltd (Saasset, we, us and our), by you and your agents, sub-contractors and permitted assigns (You and Your).

This Agreement applies in addition to and does not derogate from any other terms and conditions that expressly apply to use of the Website, or any other product or services accessed or supplied from, on via or by Saasset or the Website.

Operative provisions

  1. Obligations of Saasset
    1. During the Term, Saasset will:-
      1. provide You with a non-exclusive, non-transferable revocable Subscription to access and use the Service for the Subscription. You have Applied for, through use of Your Account:-
        1. for the purposes of providing accounting system analysis, reporting, data and information services. Saasset provides no warranty as to the reliability, accuracy, completeness or timeliness of the Service, the Results, or the Material;
        2. for the purpose of providing access to a Business System or Business Systems used by You;
  • subject to and conditional upon You:-
    1. accepting, without alteration, this Agreement; and
    2. fulfilling Your obligations set out in clause Obligations of Subscriber of this Agreement;
  1. in respect of Your Personal Information:
    1. retain and protect Personal Information provided by You in accordance with the Privacy Policy; PROVIDED that Saasset may be legally required to disclose that Personal Information in some circumstances;
    2. use Personal Information collected about You for the purposes of:-
      1. access to and use of the Service by You;
      2. where You are a member of a Group, providing access to and use of the Service by the Group;
  • providing customer support and other similar activities related to the Service; and
  1. keeping You informed of products, services, offers and upcoming events and to improve our services;
  • not use Your Personal Information for on-selling to list brokers;
  1. be entitled, without notice or liability to You, to inhibit access to the Service if any authority so requests;
  2. be entitled, from time to time on reasonable notice to You, to schedule downtime for maintenance, upgrading, testing or repair of any component of the Service or the Website without liability to You;
  3. be entitled, in its sole discretion, to modify, remove, reconfigure, discontinue, replace, substitute, upgrade or enhance any function, component of, or feature of, or information provided through the Service or on the Website, including the content, hours of availability, pricing, equipment required for access or this Agreement, without any liability to You; and
  4. be entitled, upon notice in writing to You, to assign this Agreement or any right or obligation under it, to any other party at its own discretion, or to sub-contract the performance of any of its obligations hereunder.

 

  1. Obligations of Subscriber
    1. During the Term, You will, for the Subscription You have Applied for:
      1. be solely responsible for selecting, supplying, configuring and maintaining, at Your own expense, all computers, hardware, software, modems and similar which are necessary to access the Service, including any connection to the internet, and all associated telephone lines and telecommunications services;
      2. with respect to the Service:-
        1. not make, and take all steps necessary to prevent others from making, Unauthorised Use of the Service, and use Your best endeavours to assist Saasset to identify and prevent Unauthorised Use;
        2. maintain adequate security measures to safeguard the Service from access or use by unauthorised persons, including maintaining security of Your Account and taking all other reasonable measures to limit access to the Service to authorised users;
  • ensure You have sufficient protection in place, at Your own expense, to protect the Service against Attack and to prevent circulation of Attacks through the Service, including firewalls, policies regarding email attachments, and up to date virus scanning software;
  1. comply, at Your own expense, with all applicable data protection, privacy, export and spam laws, restrictions and regulations, and refrain from directly or indirectly using the Service in violation of any such restrictions, laws or regulations;
  2. ensure, at Your own expense, that all commercial messages sent out via Saasset comply with all requirements of the relevant Spam legislation in your jurisdiction including that these messages:
    1. are sent only with ‘expressed consent’ or ‘inferred consent’;
    2. always contain the correct legal name of the organisation or individual, and a Business Number (if applicable) and how they can be contacted;
  • always contain a functional ‘Unsubscribe’ facility
  1. if You have Applied as a Subscriber:
    1. with respect to Data:
      1. submit the Data for the period at any time throughout the Term;
      2. ensure that all Data that You submit is accurate, complete, reliable and not misleading;
  • use Your best endeavours to ensure that the Data You submit which entails financial details, are current for the period in which the Data is being submitted;
  1. submit Data in the format, using the forms on the Website, and as directed by Saasset from time to time;
  2. acknowledge that the Data You submit will be aggregated and stored in databases owned and operated by Saasset, at which time Saasset is granted the right to access and use the data for the purposees set out in the Agreement during the term of the Agreement;
  3. acknowledge that in the event of termination of the Agreement, Saasset may continue to store the Data in the databases owned and operated by Saasset and use the Data on a confidential basis and only in aggregated form, unless requested by You in writing to delete the Data;
  • acknowledge that nothing in this Agreement, gives You any right, title or interest in the aggregated data;
  • Saasset acknowledge that You and/or Your client retain any right, title and interest in the Data You submit.
  1. with respect to the Results:
    1. acknowledge that the accuracy, completeness and reliability of the Results is dependent upon the Data submitted by Subscribers, and that Saasset gives no warranty as to the accuracy, completeness or reliability of the Data or the Results;
    2. only have access to and the Results of your client to which You have Applied;
  • with respect to Business Systems:
    1. acknowledge that the suitability of a Business System for the purpose in which it is used by You is Your responsibility and that Saasset gives no warranty as to the accuracy, completeness or suitability of the Business System or Data from the Business System;
  1. with respect to maintenance, acknowledge that:-
    1. satisfactory performance of the Service depends upon the suitability of Your computers, hardware, software, modems and similar, including connection to the internet, and all associated telephone lines and telecommunications services, which are Your responsibility; and
    2. any unsuitability of Your computers, hardware, software, modems and similar, connection to the internet, and associated telephone lines and telecommunications services, which causes unsatisfactory performance of the Service or any component will not exempt You from paying the Subscription Fee, nor entitle You to any discount or reduction in the Subscription Fee owing;
  2. with respect to the IPR:-
    1. acknowledge that nothing in this Agreement, gives You any right, title or interest in the IPR other than as specifically set out herein;
    2. notify Saasset in writing of any infringement of the IPR coming to the attention of You, directly or indirectly;
  • acknowledge that any Improvements developed by or on behalf of You vest in Saasset, or as directed by Saasset. You appoint the secretary of Saasset to be Your attorney to sign any document or take any action that You legally could take to more completely effect Saasset ownership of the Improvements;
  1. with respect to the Material:-
    1. acknowledge that nothing in this Agreement, gives You any right, title or interest in the Material other than as specifically set out herein;
    2. only use the Material for the Services specified;
  • not modify, copy, reproduce, publish, distribute, re-transmit, upload or repost, or attempt to modify, copy, reproduce, publish, distribute, re-transmit, upload or repost, create derivative works based upon, sell, lease, rent, licence, assign, transfer, dispose or part with possession of the Material without the prior written approval of Saasset;
  1. not use, frame or utilize framing techniques to enclose Publications of the Results, including images or the content of any text or the layout or design of any page or form contained on a page on the Website, except for the services specified;
  2. acknowledge that Outages may occur in relation to the Service, without notice to You and that such Outages will not entitle You to any reduction in or reimbursement of any Subscription Fee, regardless of the cause or length of the Outage;
  3. adopt appropriate measures to ensure the security, secrecy and confidentiality of the Account, including log-in information and passwords, and all data transmitted by You through use of the Service, and will not disclose to any other person or entity the Account, whether in use or not, and You will be responsible for any use whatsoever of the Account, including log-in information and passwords, whether authorised or not;
  4. in respect of Your Personal Information:-
    1. acknowledge that Saasset gives no warranty as to the guaranteed protection of Your Personal Information;
    2. provide to Saasset true and accurate information;
  5. use the Service in a responsible manner, taking into account the effects its use may have on other users;
  6. not use or otherwise engage in any conduct in any way related to the Service, or allow anyone else to use or otherwise engage in any conduct in any way related to the Service:-
    1. for any unlawful, illegal, malicious or improper purpose or to conduct or promote anything that is illegal;
    2. in any way which interferes with its availability for other subscribers or otherwise interferes in the proper operation of the Service;
  • to disclose or misuse private or confidential information to another;
  1. to enable a minor to access material inappropriate for a minor;
  2. to harass, threaten or menace any person or cause damage or injury to any person or property;
  3. to breach any laws, infringe any third party rights (including without limitation, intellectual property rights) or breach or infringe any standards, content requirements or codes promulgated by any relevant authority;
  • to impersonate another person or use another’s name, user name, password or account without permission;
  • to expose Saasset to the risk of any legal or administrative action including prosecution under any law;
  1. to interfere with, disrupt or affect the availability of the Service, any other network or computer system or the use of any of them;
  2. to result in an Attack being sent through the Service; or
  3. to attempt to do any of the foregoing;
  1. not resell any component of or information provided via the Service, including the Results or the Material unless You are a Subscriber or unless You have obtained the express permission of Saasset ;
  2. in relation to third party content accessed via the Website:-
    1. acknowledge that many of the products and services advertised and much of the information provided on the Website and in links on the Website are the products, services and information of third parties (TP Information);
    2. acknowledge that Saasset does not provide or endorse this TP Information, or the third party, and has not checked the accuracy or completeness, suitability or quality of the TP Information;
  • make Your own enquiries with the relevant third party direct before relying on the TP Information or entering into a transaction in relation to any TP Information;
  1. not assign this Agreement or any right or obligation under it.
  1. You warrant:-
    1. You have relied on Your own judgment and experience in entering into this Agreement;
    2. that in entering this Agreement, You have not relied on any representation made by Saasset other than as expressly stated in this Agreement, or on any descriptions, illustrations or specifications contained on the Website or the Material, or in any advertising material provided by Saasset;
    3. all information You have provided or will provide to Saasset is true in all respects and is not misleading;
    4. You are not a minor;
    5. You have the authority to, and have taken all action necessary to, enter into and perform this Agreement, including approval from any and all clients, customers, businesses and persons whose data is provided to or entered into Saasset;
    6. the Agreement is valid and binding on You and enforceable in accordance with its terms.

 

  1. Payments
    1. Subscription Fee
      During the Term, You will pay the Subscription Fee to Saasset by the Payment Method on the Payment Terms.
    2. Variation to Subscription Fee
      Saasset reserves the right to adjust the Subscription Fee:-

      1. to accommodate any increase in the costs associated with the Service, where those costs form part of the Subscription Fee herein;
      2. in the event that industry resolution, law or regulation causes an increase in the cost to Saasset in providing the Service; and
      3. You agree that by accessing the Website after a variation to the Subscription Fee has come into effect, You are deemed to have agreed to that variation.
    3. No Refund – The Subscription Fee is not refundable under any circumstances.

 

  1. Confidentiality
    1. During the Term, and after the expiry or Termination of this Agreement, You will:-
      1. be responsible for and liable to Saasset for ensuring the Confidential Information is treated as confidential and kept secret and used and dealt with only in accordance with this Agreement and the directions of Saasset;
      2. keep the Confidential Information secure from unauthorised access, damage or destruction;
      3. not reproduce or copy the Confidential Information, in whole or in part;
      4. not disclose, or use, or attempt to disclose or use, any Confidential Information in any manner which may cause or be calculated to cause, injury or loss to Saasset, or in any manner other than contemplated by this Agreement;

PROVIDED that You may disclose the provisions of this Agreement to Your professional advisers and where disclosure is required by law, if You provide prior notice to Saasset so that Saasset may take any lawful steps available to it to resist such disclosure if its sees fit.

 

  1. Termination
    1. Term of Subscription
      Unless otherwise agreed in writing by Saasset, the minimum term for a Subscription three (3) months from the date of commencement of the subscription. At the completion of the minimum term, the subscriber is required to give thirty (30) days notice of termination in order to terminate their subscription. All Subscription Fees are due and payable during the notice period.
    2. Automatic Termination for Subscribers
      If You have Applied to be a Subscriber, this Agreement will automatically terminate after a period of thirty (30) days during which You have not paid the Subscription Fee.
    3. Suspension of Access
      Saasset may be entitled to suspend access to the Subscription or any part of it, without any liability to You, immediately upon:-

      1. You breaching this Agreement, including, but not limited to, allowing any sums owing pursuant to this Agreement to remain unpaid for thirty (30) days after these sums become payable;
      2. becoming aware of any Unauthorised Use of any component of the Service;
      3. any representation, warranty or statement made by or on behalf of You is or proves to be untrue or misleading in any respect when made or repeated to Saasset;
      4. PROVIDED that:-
        1. Saasset will provide prompt notice of any such suspension of access to You, along with reasons for the suspension (Rectification Notice);
        2. any such suspension of access will not be considered a repudiation or termination of this Agreement, unless and until Saasset issues a notice pursuant to clause 5.5 (Termination by Saasset of this Agreement) and
  • You will remain liable to pay the Subscription Fee during such suspension.
  1. Effect of Suspension for Subscribers
    Where Saasset has suspended access to Your Subscription as a Subscriber, Saasset will retain all Data You have submitted for a period of thirty (30) days, whereupon if You:

    1. comply with a notice issued pursuant to clause 5.3, Your access to Your Subscription will be reinstated and all Data submitted by You will be accessible in the future; or
    2. do not comply with a notice issued pursuant to clause 5.3, which applies to You, Saasset may Terminate this Agreement in accordance with clause 5.5, and all Data submitted by You will be inaccessible by You in the future.
  2. Termination by Saasset
    Saasset may Terminate this Agreement and the Subscription granted in it, upon:-

    1. thirty (30) days after a notice issued pursuant to clause 5.3, which applies to You, if the notice is not complied with; and
    2. immediately upon written notice to You, upon any representation, warranty or statement made by or on behalf of You, and which was material to Saasset at the time it was made, is or proves to be untrue or misleading in any respect when made or repeated to Saasset and was not made in good faith by You.
  3. Consequence of Termination
    Upon Termination of this Agreement by either party for any reason, You will, in addition to and without prejudice to any other rights, remedies or powers which Saasset might have at law, in equity or set out in this Agreement:-

    1. cease to use the Subscription or any component of it; and
    2. not be entitled to any reimbursement or refund for any losses incurred, other than those set out herein.
  4. Data Transfer
    Where a Subscription is terminated by either You as the terminated subscriber or Saasset, you may provide Notice to Saasset for Saasset to provide a copy of Your data to you in CSV format within thirty (30) days of Your Notice and at a fee specified in writing by Saasset to you within seven (7) days of Your Notice.

 

  1. Warranties
    1. Saasset warrants that to the best of its knowledge:-
      1. the Subscription granted in this Agreement does not infringe the intellectual property rights of any third party; and
      2. it is entitled to grant the Subscription to You and agrees to defend any action brought by any third party against You based on a claim that the IPR infringes the rights of any third party; PROVIDED that:-
        1. this is Your sole and exclusive remedy for breach of this warranty;
        2. You provide Saasset with prompt written notice of any claim arising, along with all other reasonable information and assistance, and on You acknowledging that Saasset has:-
          1. sole authority to defend or settle the claim, as it, in its sole discretion considers appropriate;
          2. sole discretion to either obtain for You the right to continue using the Service or to replace or modify the relevant part of the Service so that it becomes non-infringing;
  • the alleged infringement does not relate to changes, additions or alterations to the Service made by parties other than Saasset, or use of the Service in combination with products or software not provided or approved by Saasset.
  1. Saasset will provide the Service and Results, on an ‘as is’, ‘as available’ basis, and Saasset undertakes no liability and gives no warranty:-
    1. as to the condition, quality or performance of the Service or any component of it, including the Data, Results or the Material;
    2. as to the accuracy, reliability, completeness, timeliness or otherwise, of the Service, the Data, Results, the content of the Website including text or graphics, or the Material;
    3. as to the continued availability to Saasset of information to enable Saasset to keep the Service, the Results, content of the Website or the Material up to date;
    4. in relation to defects, errors or inadequacies of any kind in the Service, the Data, the Results, Website content or the Material, or any component thereof, regarding their fitness for purpose, merchantable quality or interruptions in access to, operation of or use of any of them, either implied, expressed or imposed by statutory requirement;
    5. as to the protection of Your Personal Information;
    6. that the laws applying in the jurisdiction where You are resident, or from which You access the Service, permit You to use the Service, the Data, the Results, content of the Website or Material, or any associated information provided through Your Subscription. You agree that it is Your responsibility to ensure that no law is violated by Your use of the Service or Website;
    7. that the Service will run properly:-
      1. on the computers, hardware, software, modems and similar which are necessary to access the Service, including any connection to the internet, and all associated telephone lines and telecommunications services, which You have selected or acquired; or
      2. within all network and operating system environments used by You; or
    8. that errors in the Service will be rectified;
    9. as to the accuracy, reliability or completeness of the information within the Service relating to entries made by You, including in Your Application and the Data which You submit, which You are solely responsible for entering, updating and maintaining, as to content, correctness and compliance with all laws and regulations in force from time to time, including without limitation, ensuring the information is not misleading or defamatory, and You will indemnify Saasset against all loss and damage arising there from;
    10. as to any service or product of any service provider offered through the Service, or the use thereof by any party;
    11. in relation to any use or interpretation made by or on behalf of You of any information received from Saasset, including the Data, the Results or the Material; and
    12. as to the security of the Service, and will not be liable in the event that any Attack is distributed via the Service, or for any degradation in service, increased download or damage suffered by a subscriber as a result of any Attack.
  2. Saasset will have no obligation to monitor the availability or performance of, or any Outage relating to, the Service, or to ensure the availability of Your access to the Service, or the internet.

 

  1. Limitation of Liability
    1. To the maximum extent permitted by law, Saasset, its affiliates, and any officer, director, employee, subcontractor, agent, Partner, successor, or assignee of Saasset or its affiliates (a Covered Party) will not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from:-
      1. any errors in or omissions from the Service, Data, Results or any of the Material available or not included therein;
      2. the unavailability or interruption to the supply of the Service or any features thereof or the Data, Results or any of the Material;
      3. Your use or misuse of the Service, Data, Results, or the Material (regardless of whether You received any assistance from a Covered Party in using or misusing the Service);
      4. Your use of any equipment in connection with the Service;
      5. the content of the Data, Results, Material or the Website;
      6. any delay or failure in performance beyond the reasonable control of a Covered Party; or
      7. any negligence of a Covered Party or its employees, contractors or agents in connection with the performance of SAASSET’ obligations under this Agreement.
      8. any claims made by the subscriber, the subscriber’s officers, employees, clients, customers, contractors, consultants or affiliates.
    2. Saasset ‘s liability to You for breach of any condition or warranty implied under any law which cannot be lawfully modified or excluded by this Agreement shall, to the extent permitted by law, be limited at our option to supplying the Service, Results, Material or Website again or paying for their re-supply.
    3. Saasset ‘s liability to You for loss or damage of any kind (including loss or damage caused by negligence) is reduced to the extent that You caused or contributed to that loss or damage.
    4. Saasset ‘s liability to You for breach of any condition or warranty implied under any law which cannot be lawfully modified or excluded by this Agreement shall, to the extent permitted by law, be limited at our option to supplying the Service, Results, Material or Website again or paying for their re-supply., the aggregate liability of the Covered Parties in connection with any other claim arising out of or relating to the Service, Data, Results, Material or the Website shall not exceed the amount of Your actual direct damages. Your right to monetary damages in that amount shall be in lieu of all other remedies which You may have against any Covered Party.
    5. Saasset ‘s liability to You for breach of any condition or warranty implied under any law which cannot be lawfully modified or excluded by this Agreement shall, to the extent permitted by law, be limited at our option to supplying the Service, Results, Material or Website again or paying for their re-supply., the Covered Parties shall not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, legal fees) in any way due to, resulting from, or arising in connection with the Service, Data, Results, Material, or the Website, or the failure of any Covered Party to perform its obligations, regardless of any negligence of any Covered Party.

 

  1. Indemnity
    1. You will at all times, promptly and completely indemnify Saasset, its affiliates, and any officer, director, employee, subcontractor, agent, Partner, successor against all and any claims, damages, liabilities, costs and expenses (plus any GST payable, and all legal costs and expenses) arising out of:-
      1. any breach by or on behalf of You of any provision of this Agreement;
      2. any act of negligence committed by or on behalf of You in performing or omitting to perform, its obligations under this Agreement;
      3. any loss suffered by any third party in connection with any act or omission of or on behalf of You;
      4. the use by or on behalf of You of the Subscription or any component of the Subscription including the Service, Data, Results, Material or the Website;
      5. any interruptions in access to the Service caused by You.
    2. Each indemnity contained in this Agreement:-
      1. is a continuing obligation despite the occurrence of any act and remains fully effective until all money owing, contingently or otherwise, under an indemnity has been paid in full;
      2. is an additional, separate and independent obligation and no one indemnity limits the generality of another indemnity; and
      3. survives the termination of this Agreement.

 

  1. Dispute resolution
    1. Nothing in this clause prevents either party from exercising its rights under this Agreement, which may include commencement of court proceedings.
    2. The parties will endeavour to resolve by negotiation any dispute that arises between them under this Agreement, and to conduct the dispute resolution process set out in this clause as efficiently and cost effectively as possible.
    3. Each party will bear its own costs in relation to its participation in any dispute resolution process.
    4. Notification
      Where a party claims a dispute (including a breach or an alleged breach) has arisen under this Agreement, then:-

      1. that party will give written notice to the other party of the nature and details of the dispute and nominating a representative to negotiate and settle the dispute (Notice);
      2. the other party will, within ten (10) days of receiving the Notice, reply in writing nominating its representative to negotiate and settle the dispute (Reply); and
      3. the representatives of each party will use their best endeavours to negotiate and settle the dispute, which settlement will be recorded in writing and signed by both representatives. The parties acknowledge that it is in their respective interests to resolve disputes at this level.
    5. Mediation
      Should the representatives fail to reach a resolution in accordance with clause Notification within ten (10) days of the issue of the Reply, the parties may proceed to mediation. The mediator will be agreed between the parties or, failing agreement, will be an accredited mediator appointed by the Chairman of the Queensland Chapter of the Institute of Arbitrators and Mediators Australia. The parties agree to abide by the ADR Rules, in seeking to resolve the dispute in accordance with this clause.
    6. Arbitration
      If the dispute cannot be settled within thirty (30) days (or such other period as the parties agree) after the mediator has been appointed or if the parties do not agree to mediation, within ten (10) days of the issue of the Reply, the dispute may be referred, at the instance of either party, to the Chairman of the Queensland Chapter of the Institute of Arbitrators and Mediators Australia for the appointment of a graded arbitrator who will arbitrate the matter in accordance with the provisions of the Commercial Arbitration Act (1990) Qld. Unless the parties agree otherwise, the place of arbitration will be Brisbane, Queensland.
    7. Continued Performance
      Notwithstanding the existence of a dispute, each party will continue to perform its obligations under this Agreement, wherever practicable.

 

  1. Force Majeure
    1. Either party may, if there has been no notice of the cessation of the Force Majeure for more than one hundred and eighty (180) days from the first occurrence of failure or delay in performance, and if the effect of the Force Majeure has not been overcome by the signing of an addendum pursuant to clause either party may then propose reasonable changes to this Agreement by notice in writing to the other party and the parties will negotiate the changes in good faith and will complete and sign an addendum which will become part of this Agreement; and: below, and with the exception of the payment obligations of You, neither party to this Agreement will be in breach of this Agreement if there is any total or partial failure of performance by it of its duties or obligations under this Agreement, or any delays in performance, occasioned by any cause or circumstance beyond that party’s control, including without limitation acts of God, of fire, of Government or State, of war, of civil commotion, of riot, of insurrection, of embargo, of strike or lockout, any prevention from or hindrance in obtaining any raw materials, interference by civil or military authorities, compliance with the laws of Australia or with the orders or policies of any governmental authority, delays in transit or delivery in the part of transportation companies, electrical or equipment suppliers or communication suppliers or facilities or of pandemic (Force Majeure).
    2. Upon cessation of the cause of any Force Majeure, this Agreement will again become fully operative.
    3. In the event of the occurrence of Force Majeure:-
      1. the party claiming that Force Majeure has occurred will, without unnecessary delay, notify the other party in writing, advising of the cause or event giving rise to the Force Majeure; and
      2. either party may then propose reasonable changes to this Agreement by notice in writing to the other party and the parties will negotiate the changes in good faith and will complete and sign an addendum which will be come part of this Agreement; and
      3. the party claiming that Force Majeure has occurred will notify the other party in writing, advising of the cessation of the Force Majeure, immediately upon its cessation.
    4. Either party may, if there has been no notice of the cessation of the Force Majeure for more than one hundred and eighty (180) days from the first occurrence of failure or delay in performance, and if the effect of the Force Majeure has not been overcome by the signing of an addendum pursuant to clause 6 either party may then propose reasonable changes to this Agreement by notice in writing to the other party and the parties will negotiate the changes in good faith and will complete and sign an addendum which will be come part of this Agreement; and:
      1. issue a notice pursuant to clause Notice; or
      2. terminate this Agreement immediately on giving notice in writing to the other party.
    5. This clause Force Majeure does not apply to:-
      1. clause Confidentiality, or clause Indemnity, or clause limitation of liability, or claim Dispute Resolution
      2. Saasset will provide the Service and Results, on an ‘as is’, ‘as available’ basis, and Saasset undertakes no liability and gives no warranty.
      3. You will be solely responsible for selecting, supplying, configuring and maintaining, at Your own expense, all computers, hardware, software, modems and similar which are necessary to access the Service, including any connection to the internet, and all associated telephone lines and telecommunications services.
      4. You will pay when due, and indemnify Saasset against all liability for, all taxes, any tax on goods, services or goods and services, including any value added tax, broad based consumption tax or other similar tax imposed by the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST), charges, licence fees, stamp duty or assessments (including any penalties for late payment) imposed by any governmental authority and payable by Saasset or You in relation to any goods or services provided under this Agreement, excluding income tax payable by SAASSET on its net income.
      5. Any obligation of either party to pay any money to the other; PROVIDED that if, due to Force Majeure, the Service, or the Material or the Website cannot be accessed by You, then the Subscription Fee will be reduced, for the duration of the Force Majeure.

 

  1. Definitions and interpretation
    1. In this Agreement unless the context otherwise requires:
      1. reference to a person includes any other entity recognised by law and vice versa;
      2. the singular includes the plural and vice versa;
      3. one gender includes every gender;
      4. reference to party includes their executors, administrators or permitted assigns or, being a company, its successors or permitted assigns;
      5. an agreement, representation or warranty on the part of two or more persons binds each and all of them;
      6. an agreement, representation or warranty in favour of two or more persons if for the benefit of each and all of them;
      7. clause headings are for reference purposes only;
      8. reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of it.
    2. Definitions
      In this Agreement, unless the context otherwise requires, the following terms have the corresponding meanings:

Account means the Subscription account for Your use, and associated account information, log-in information, user ID, passwords and identity;

ADR Rules means the mediation rules of the Institute of Arbitrators and Mediators Australia;

Agreement means each and every one of the terms and conditions of this Subscription Agreement including any document expressed to be supplementary to it;

Application means that application for a Subscription made by You by completing the form on the Website, and submitting it to SAASSET for approval, and ‘Apply’, ‘Applying’ and ‘Applied’ will have a corresponding meaning;

Attack means attacks on computer systems or programs including both high level computer programs such as viruses, worms, trojans or other malicious computer programs or lower level denial of service attacks;

Business System/s means any business or organisational activity, action, process, task, information, method, program, concept, technique and/or other proprietary knowledge that accesses, uses, incorporates, engages, integrates with and/or is developed with or uses Saasset ‘s proprietary program;

Partner means any person, corporation or commercial entity that enters into a Partner agreement with Saasset and complies with all terms of the agreement;

Client or Customer means any person, corporation or commercial entity whose data or personal information is entered into Saasset at the request, offer or entreaty of a subscriber, whether or not the subscriber has a contract or agreement to enter the data with the person, corporation or commercial entity;

Confidential Information means all information supplied by Saasset to You concerning the Subscription provided herewith and any components thereof, the IPR, the business of Saasset, information relating to sales, marketing or technical operations of Saasset, trade secrets, know-how, concepts, techniques, formulae, advice and other proprietary knowledge, whether in writing or otherwise, but excluding all information in the public domain expect where that information has become available by virtue of a breach of clause Confidentiality of this Agreement;

Data means that data, information, figures and details relating to the subscriber’s business activities and/or Business System/s or the activities of their clients and/or customers either individually or in a particular Industry Category, and where the subscriber is a member of a Group, relating to the subscriber’s business activities within the Group, including, but not limited to, data relating to the following:

  1. financial information such as revenues
  2. geographical information, such as business premises location, market segment dispersion;
  3. customer and client information, such as type of business, industry or sector, size, location, services and products which they acquire;
  4. marketing information, such as marketing methods, referrals, costs;
  5. supplier information , such as type of business, industry or sector, size, location, services and products they supply; and
  6. anything else required by the Website from time to time, which information and data is reasonably accurate at the time, and not misleading;

Group means that class or collection of clients and customers of a subscriber;

IPR means all intellectual property rights including those rights in patents, patent applications, trade marks, copyright, designs (whether registered or not), circuit layout rights, business reputation, confidential information, know-how and trade secrets subsisting in the Service, the Website, the Material, the Confidential Information and the Improvements, and anywhere in the world;

Improvements means those upgrades, updates, amendments or modifications to, the Service, the Website, or the IPR, whether developed by Saasset or You;

Material means that material and information provided to You pursuant to this Agreement or to which You otherwise gain access, including all information, text, graphics, diagrams, artworks, flowcharts, correspondence, emails, software, advertisements, marketing or operational information, names, and logos and other information with respect to the Service, in any form;

Sassett means Sassett Pty Ltd ACN                 , and includes any subsidiaries, parent entities, related bodies corporate, assignees, transferees, directors, officers, employees, agents or subcontractors jointly and severally;

Outages means those occasions when Saasset or other third parties perform remedial work in the form of maintenance, upgrades or repairs to the Service or the Website, such that all or part of the Service or the Website is not available for Your use or access;

Payment Confirmation means that confirmation, received by Saasset, that payment of the Subscription Fee to Saasset, has been received;

Payment Method means that method by which Saasset will accept payment of the Subscription Fee from You;

Payment Terms means the terms of payment of the Subscription Fee by a Subscriber to Saasset, which payments are due and to be made as specified by Saasset;

Personal Information means information or an opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a material form or not, about an individual or commercial entity represented by the individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion;

Privacy Policy means that privacy policy printed by Saasset on the Website, which sets out Saasset ‘s use of, storage of, collection of and protection of Personal Information;

Publish means the publication, communication or dissemination of the Results, or the Material by Saasset to You, and where You are a member of a Group, to the Group Administrator, whether by email, or uploading onto Your Homepage, or by other means, at the time and from time to time, and ‘Publishing’, ‘Published’ and ‘Publication’ will have a corresponding meaning;

Results means that information, data, analysis, reports and results Published by Saasset` to You, and where You are a member of a Group, to the Group Administrator, which includes, but is not limited to, a comparison of Your Data with that of other subscribers who have submitted data for the defined period and historical Data submitted to Saasset and aggregated and stored in Saasset ‘s databases, for the Industry Category, and Your Group or any other segmentation, if any, nominated by You in Your Application;

Service means Business System service and the business information service, developed and owned by Saasset, for which You are granted a Subscription in this Agreement, and which for a Subscriber, provide Business System services and business information services, including but not limited to, services for the analysis and or comparison of accounting systems comparative to a business needs. This data is aggregated by Saasset from the Data provided by each and every subscriber as a Subscriber, for retention and subsequent use in providing such services, including the Results which are Published to You including via email and Website updates; and any related services on a world wide basis, as upgraded or modified from time to time, along with the IPR and Improvements therein, and the Confidential Information and Material.

Subscription means a subscription provided by Saasset to You, in accordance with this Agreement, using the Account, throughout the Term, and which allows You a non-exclusive, non-transferable, revocable licence to access and use the Service for that subscription;

Subscriber means that Subscription which You Apply for, and which:

  1. entitles You to access the relevant online tools, modules, Data, Business Systems, Results and Reports Published by Saasset; and
  2. requires You to comply with all Subscription agreement terms and conditions and Website terms and conditions;

Subscription Fee means that fee to be paid by a Subscriber to Saasset, throughout the Term, and which fee is set out in contracts with a Subscriber or on the Website as varied from time to time in accordance with the terms of this Agreement;

Term means that period of time from the date Saasset accepts Your Application until You fail to make payment of the Subscription Fee or earlier termination occurs in accordance with clause 5 Termination of this Agreement; and Termination will have a corresponding meaning;

Unauthorised Use means acts of misuse of any component of the Service by You, including but not limited to use:-

  1. other than strictly in accordance with this Agreement;
  2. which causes degradation to the Service, or interference with use of the Service by others, or circumstances which may place Saasset in potential or actual breach of any agreement with third parties;
  3. to allow (whether knowingly or not) any computer virus, trojan horse or other malicious, harmful or disabling data, code or program to be transmitted or disseminated into the Service;
  4. to interfere with, disrupt or attempt to gain unauthorised access to, any computer system, network or account for which it does not have authorisation to access;
  5. create a false identity or to otherwise attempt to mislead any person as to the identity, source or origin of any communication;
  6. access the data transmitted via the Service to develop or publish any product in competition with those provided by Saasset;
  7. copy, disclose, publish or otherwise make available to any third party, any compilation of data obtained through the use of the Service;

Website means that set of internet web pages hosted by Saasset, available for access under the terms and conditions of use as printed on the Website, in addition to other web pages designed for access by You and other subscribers via the Account, part of which comprises Your Homepage;

You means the subscriber to the service, the officers, employees, clients, customers of the subscriber, contractors, consultants and any other persons, corporations or commercial entities affiliated with the subscriber for the purpose of using the service.

Your Personal Information means all information provided to Saasset by the subscriber including and not limited to the business and other information of the subscriber, the subscriber’s officers, employees, customers, clients, contractors, consultants and any other persons, corporations or commercial entities affiliated with the subscriber.

Your Homepage means that web page on the Website, unique to You and hosted by Saasset, designed for access by You only, via the Account, and through which You may access the Service.

  1. Administrative provisions
    1. Notice
      1. Notices or other communications given under this Agreement including, but not limited to, requests, demands, consents or approvals, will be in writing and delivered either by mail, email or by facsimile, and addressed to:
        1. Saasset at [email protected] or PO Box….. Toowoomba QLD  4350
        2. You at the address set out in the Application.
      2. Notice will be deemed given, in the case of:
        1. prepaid registered mail, three (3) business days from and including the date of posting;
        2. email receipt by the sender of an acknowledgment or transmission report generated by the machine from which the email was sent;
  • facsimile, on receipt by the sender of an acknowledgment or transmission report generated by the machine from which the facsimile was sent;

if given within normal business hours, or otherwise notice will be deemed given at the commencement of the first business day thereafter.

  1. Entire agreement
    This Agreement, when read in conjunction with the ADR Rules, sets out the entire understanding between the parties and merges all prior discussions and agreements between them. The parties will not be bound by any conditions, definitions, warranties or representations in respect of the subject matter of this Agreement other than those contained in this Agreement or the ADR Rules, and that to the extent permitted by law, all express or implied warranties, representations, statements, terms and conditions relating to this Agreement, which could otherwise be relied upon by either party are excluded, unless expressly stated in this Agreement.
  2. Industry change
    1. In the event of any change in legislation or industry practice, or the content generally available within the Service, that directly or indirectly affects:
      1. the operation of this Agreement or the Service which is material to Saasset performing its obligations, including its obligations to You; or
      2. the benefits of this Agreement accruing to Saasset;
  • Saasset reserves right to change these Terms & Conditions:
    1. with or without further notice to You;
    2. without giving You any explanation or justification for such change.
  1. It is Your responsibility to ensure You carefully read this Agreement each time You access the Service, or the Website. Any revision to this Agreement will take effect immediately upon being posted on the Website.
  • The parties acknowledge and agree that only You and Saasset have or are intended to have a right or remedy under this Agreement or obtain a benefit under it.
  1. Changes in Internet-Related Laws
    The parties to this Agreement recognise that issues of legal liability and responsibility for internet-related transactions are changing rapidly. The parties intend to retain their relative responsibilities and rights regardless of changes in underlying statutory or case law. The parties agree to negotiate in good faith any amendments to the Agreement necessary to maintain the relationship between them.
  2. Forum and jurisdiction
    This Agreement is deemed to have been made in Queensland, Australia and the construction and performance of this Agreement will be governed in all respects by the law of that place and any dispute in relation to any provision of this Agreement will be heard in the appropriate jurisdiction in that place.
  3. Waiver
    1. Any failure or delay by a party in the exercise of any of their rights under this Agreement will not be deemed to be a waiver of such rights, except where the party expressly by notice in writing waives compliance with such provision.
    2. The waiver by a party of any default by the other party of any of the obligations of this Agreement will not be in any way construed to operate as a licence to the other party to repeat or continue any such alleged default or as a waiver of any subsequent default, whether of like nature or not.
  4. Time
    Time will in all respects be of the essence, such that all time periods nominated in this Agreement will apply strictly.
  5. Subscriber may not withhold payments
    You will not on any grounds of alleged non-performance by Saasset of any of its obligations or for any other reason, withhold payment of any Subscription Fee due whatsoever.
  6. Taxes and stamp duty
    The parties agree that:

    1. You will pay when due, and indemnify Saasset against all liability for, all taxes, any tax on goods, services or goods and services, including any value added tax, broad based consumption tax or other similar tax imposed by the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST), charges, licence fees, stamp duty or assessments (including any penalties for late payment) imposed by any governmental authority and payable by Saasset or You in relation to any goods or services provided under this Agreement, excluding income tax payable by Saasset on its net income.
    2. Saasset will pay when due, and indemnify You against all liability for, all taxes, GST or assessments (including any penalties for late payment) imposed by any governmental authority and payable by SAASSET or You in relation to any payments to be made by Saasset to You under this Agreement.
  • Unless expressly stated otherwise, any consideration for any supply made pursuant to this Agreement does not include GST. You agree to pay GST, if the supply is being made in Australia, on all amounts owed to Saasset, in addition to any consideration set out in this Agreement.
  1. Severability
    If any term of this Agreement is to any extent, held by any Court of competent jurisdiction to be invalid or unenforceable, that provision will be read down or severed in that jurisdiction only to the extent of the invalidity or unenforceability, and the remaining terms and provisions of this Agreement will not be affected and will remain in full force and effect.
  2. Further assurances
    Each party will do all such acts, matters and things and execute such further deeds and other documents as may be necessary or desirable for the purpose of giving effect to this Agreement.

 

 

 

 

© Saasset Pty Ltd | ABN 69 609 764 490

Privacy policy | Website terms & conditions | Subscription terms & conditions | Contact us