Simple Salon Group Pty Ltd – Terms & Conditions

Our Disclosures

Our complete terms and conditions are contained below, but some important points for you to know before you become our customer are set out below:

• We may amend these Terms, the features of the Platform, our Services or your Membership at any time, by providing written notice to you including via in-Account notification or email. By clicking “I accept” or continuing to use the Services after the notice or 30 days after notification (whichever date is earlier), you agree to the amendment. We are not required to notify you of changes to the API except that we will use reasonable commercial efforts to notify you of any changes or updates to the API which may materially interrupt your use of the API;

• Unless your Membership is suspended or terminated in accordance with these Terms, your Membership will roll over on an ongoing basis;

• Without limiting your rights under the Australian Consumer Law, you may cancel your Membership at any time by notifying us via the ‘cancel my membership’ feature in your Account. Your cancellation will take effect immediately without a refund for any prepaid Membership Fees for that period. You must cancel at least 24 hours before the next Payment Date in order for it to be processed for that next payment period. Subject to the foregoing, we will stop charging you the Membership Fees from the next Payment Date;

• We may terminate your Membership at any time by giving 30 days’ written notice to you including via in-Account notification or email. Where termination is due to our Termination for Convenience or our breach of these Terms or otherwise as set out in clause 19.10, we agree to refund you for any prepaid unused Fees on a pro-rata basis;

• Subject to the foregoing, to the maximum extent permitted by law, the Fees are non-refundable;

• We will handle your personal information in accordance with our Privacy Policy and if the Data Protection Laws apply to you, you may elect to become a party to our Data Processing Schedule;

• You are responsible and liable for the actions of your Authorised Users;

• Our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us resupplying the Platform to you or, in our sole discretion, to us repaying you the amount of the Membership Fees paid by you to us in the immediately preceding 12 months for the supply of the relevant Services to which the Liability relates or $1 if no such Membership Fees have been paid;

• We will not be liable for Consequential Loss. We will not be liable for any loss that is a result of a Third Party Service, your Computing Environment, your reliance on the Content or any reporting functionality of the Platform (including the Output Data), events beyond our reasonable control (including Force Majeure Events), any loss or corruption of Your Data or Output Data or any scheduled or emergency maintenance that causes the Platform to be unavailable and otherwise as set out in clause 18;

• You agree to indemnify us for any Liability we incur due to your breach of clause 3 (Platform Licence and Third Party Services), clause 14 (Intellectual Property), clause 15 (Your Data, Output Data, Feedback and Analytics), clause 20 (Notice Regarding Apple), clause 21 (Privacy and Collection Notice), clause 22 (Confidentiality) and clause 23 (Tax) of these Terms;

• Unless expressly stated otherwise, the charges for the Services are exclusive of any Taxes and subject to clause 23, you must pay all Taxes arising on provision of the Services to you;

• By using the online booking and marketplace functionality option on our Platform, you are also agreeing to the Make Me Slick – Terms and Conditions;

• We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform or for featuring certain products or services on the Platform;

• For the period of your membership, we agree to allow you to use the API to create API Customality to create custom functions for your internal business purposes. You are prohibited from using the API to create API Customality that in any way competes with our business. The rights we grant to you to create API Customality do not in any way limit any ability of us to change or modify our Services at any time even if such change or modification is similar to any API Customality created by you. You agree that any such change or modification by us is not (and will not be) an Intellectual Property Breach by us and does not (or will not) breach any of your rights or any rights of your Personnel. You grant us a non-exclusive, irrevocable, non-transferable, sub-licensable, worldwide, royalty free right and licence to use, develop, adapt and modify any API Customality you disclose to us for purposes of improving our Services.

Nothing in these terms limit your rights under the Australian Consumer Law.

Introduction
1. These terms and conditions (Terms) are entered into between Simple Salon Group Pty Ltd ABN 37 611 937 501 (we, us or our) and you, together the Parties and each a Party.
2. We provide a cloud-based, booking, marketing and management software as a service platform (Platform).
3. In these Terms, you means the person or entity registered with us as an Account holder, or where you do not have an Account, the person or entity using the Platform.
4. If you are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms.
Acceptance and Amendment
1. You accept these Terms by checking the box, clicking “I accept”, registering on the Platform, or using the Platform or our Services.
2. We may amend these Terms, the features of the Platform or our Services at any time, by providing written notice to you including via in-Account notification or email. You acknowledge and agree that we may modify and update the API from time to time in our sole discretion and are not under any obligation to advise you in relation to these changes except that we will use reasonable commercial efforts to notify you of any changes or updates to the API which may materially interrupt your use of the API.
3. By clicking “I accept” or continuing to use the Platform or our Services (as appropriate) after the notice or 30 days after notification (whichever date is earlier), you agree to the amendment.
4. If you do not agree to the amendment, you may terminate your Membership in accordance with clause 19.1 (Cancellation of Membership) of these Terms.
5. Where possible, when updating or introducing changes to the Platform, we will use reasonable commercial measures to maintain backwards compatibility.
6. We may modify and update the features of the Platform and plans from time to time at our sole discretion and are not under any obligation to advise you in relation to these changes except that we will use reasonable commercial efforts to notify you of any changes or updates to the Platform which may materially interrupt your use of the Platform.
7. The Parties will each appoint and maintain at all times a relationship manager who will be responsible for the day to day management of these Terms.
Platform Licence and Third Party Services
1. You and each Authorised User must be at least 16 years old to use the Platform.
2. If you access or download our mobile application from (1) the Apple App Store, you agree to any Usage Rules set forth in the App Store Terms of Service or (2) the Google Play Store, you agree to the Android, Google Inc. Terms and Conditions including the Google Apps Terms of Service.
3. You acknowledge and agree that the Platform may be reliant on, or interface with third party systems that are not provided by us (for example, cloud storage providers, data processing systems, CRM systems, telecommunication services and internet providers) (Third Party Services).
4. Without limitation to clause 3.3, as set out in our Privacy Policy, we use Google Cloud, Google BigQuery, SMSCentral, Burst SMS and Make Me Slick to provide our Services.
5. Where the Platform integrates with Third Party Services, if applicable, you may be required by us to accept the terms of these Third Party Services before you can use our Platform. Your use of these Third Party Services is subject to the any such terms of service. If you do not agree to such Third Party Services terms, please cease using the Platform immediately.
6. By using the online booking and marketplace functionality option on our Platform, you are also agreeing to the Make Me Slick – Terms & Conditions. If you do not agree to the Make Me Slick terms, please cease using the Platform immediately.
7. To the maximum extent permitted by law, we shall have no Liability for any Third Party Services, or any unavailability of the Platform due to a failure of the Third Party Services including any unavailability of any feature of the Platform due to a failure by Make Me Slick Pty Ltd ACN 611 277 920.
8. Subject to your compliance with these Terms, we grant you and your Authorised Users a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence for the period of your Membership to download and use our Platform, and the Content solely as necessary for your use and enjoyment of the Services in accordance with these Terms including clause 14 (Platform Licence). All other uses are prohibited without our prior written consent.
9. When using the Platform and our Services, you and your Authorised Users must not do or attempt to do anything that is unlawful or inappropriate, including:
  1. use our Services in violation of any Law or regulation or any other legal rights including Intellectual Property Rights;
  2. anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual’s consent);
  3. using the Platform to defame, harass, threaten, menace or offend any person, including using the Platform to send unsolicited electronic messages;
  4. tampering with or modifying the Platform (including by transmitting viruses and using trojan horses);
  5. using Our Services (including the Platform and API) in any way that competes with our business;
  6. using data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform;
  7. removing, obscuring, or altering these Terms of service or any links to or notices of these Terms; and/ or
  8. facilitating or assisting a third party to do any of the above acts.
10. You acknowledge and agree that these Terms incorporate, by reference, the terms of any acceptable use policy as set out on our Platform or as provided to you from time to time.
Our Services
1. In consideration for your payment of the Fees and the performance of your obligations in accordance with these Terms, subject to these Terms, we (whether ourselves or through our Personnel) agree to provide you and your Authorised Users with access to the Platform, the API Services, reporting services provided by ADLA, Add On Features, the Support Services and any other services we agree to provide as set out in your Account or as attached to your Membership type (Services).
2. Based on your Membership type, you will be granted access to Booking Columns via the Platform. Subject to these Terms, we agree to provide you with the number of Booking Columns as set out in your Account based on your Membership type.
3. If these Terms express a time within which the Services are to be provided, you agree that such time is an estimate only, and creates no obligation on us to provide the Services by that time.
Our Platform
1. In consideration for your payment of the Membership Fees, subject to these Terms, we agree to provide you and your Authorised Users with access to the Platform and give you access to Booking Columns based on your Membership type.
2. From time to time we may perform reasonable scheduled and emergency maintenance, and the Platform may be unavailable during the times we are performing such maintenance. We will provide you with reasonable notice of any planned downtime and where reasonably possible, we will conduct any service maintenance outside the hours of 9am to 5pm (AEST). To the maximum extent permitted by law (including the Australian Consumer Law), we do not warrant the availability of the Platform.
3. We reserve the right to suspend your (and your Authorised Users) access to the Platform (a) during planned or emergency downtime (b) in connection with a Force Majeure Event, or (c) if we believe any malicious software is being used in connection with your Account or an Authorised User Login.
4. You acknowledge and agree that data loss is an unavoidable risk when using any software. To the extent you input any data into the Platform, you agree to maintain a backup copy of such data. You are solely responsible for loss or corruption of Your Data or Output Data.
5. You acknowledge and agree that we are not responsible for the integrity or existence of any data on your Computing Environment, network or any device controlled by you, your Authorised Users or your Personnel.
API
1. This clause 6 applies if you choose to use our API Services.
2. To access the API, we will provide you with API credentials (Access Credentials).
3. If we issue a token that permits you to access or modify data in a client’s user account (Access Token), you can only use that Access Token for the specific purpose for which you have been provided the Access Token and cannot use that Access Token with any other application. You must not sell, trade or give an Access Token to any third party without our prior written consent.
4. You must take reasonable measures to safeguard Access Credentials and Access Tokens from unauthorised use or access. You must keep your Access Credentials and Access Tokens secure and confidential as you will be solely responsible for any activities occurring in relation to your Access Credentials and Access Tokens.
5. Subject to your compliance with these Terms, we grant you and your Authorised Users a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence for the period of your Membership to use our API solely as necessary for your use and enjoyment of the Services in accordance with these Terms including clauses 6.6 (API Customality) and 14 (Intellectual Property) (API Licence).All other uses are prohibited without our prior written consent.
6. For the period of your Membership, and subject to you complying with these Terms (including your payment obligations under clause 13), we agree to allow you to use the API to create API Customality to create custom functions for your internal business purposes. You are prohibited from using the API to create API Customality that in any way that competes with our business. Any API Customality you make is at your sole risk and we make no representations whatsoever about the ability of you to create (or continue to use) API Customality or any representations about the API Customality you create. Subject to your compliance with these Terms, as between the Parties, ownership of all Intellectual Property Rights in any API Customality will at all times vest, or remain vested, in you upon creation. Nothing in this clause limits any ability of us to change or modify our Services at any time even if such change or modification is similar to or the same as any API Customality created by you and you agree that any such change or modification by us is not (and will not be) an Intellectual Property Breach by us (or our Personnel) and does not (or will not) breach any of your rights or any rights of your Personnel and does not require any royalty payment to you. You grant us a non-exclusive, irrevocable, non-transferable, sub-licensable, worldwide, royalty free right and licence to use, develop, adapt and modify any API Customality you disclose to us for purposes of improving our Services. You agree and acknowledge that notwithstanding any grant of Intellectual Property Rights by us to you under this clause 6.6, on termination or suspension of your Membership, we will remove your access to the Platform (and hence the API) and this may affect your ability to use your API Customality.
7. You must not (and must not allow any third party, including your Authorised Users or Personnel), to commit any Intellectual Property Breach in respect of the API and API Content including:
  1. analyse, reverse engineer, attempt to replicate the underlying ideas, algorithms and source code of the API;
  2. interfere with or disrupt the API or the servers or networks providing the API;
  3. use the API or any other technology on our Platform in a manner that accesses or uses any information beyond what we allow under these Terms; that changes our Services; that breaks or circumvents any of our technical, administrative, process or security measures; that disrupts or degrades the performance of our Services or the API; and/or that tests the vulnerability of our Systems or network; and/or
  4. continue to use the API or API Customality or create API Customality after your Membership has terminated.
8. You will be responsible for your own costs in relation to accessing the API and any other integration work or testing required to access the API.
9. You acknowledge that we may modify and update the API from time to time at our sole discretion. We will use reasonable commercial efforts to notify you of any changes or updates to the API which may materially interrupt your use of the API. To the maximum extent permitted by law (including the Australian Consumer Law), we do not make any guarantee that any changes made by us to the API will not affect the compatibility of your API Customality.
10. You acknowledge and agree that your use of the API must be in accordance with our instructions from time to time, including any reasonable requirements for best practice use communicated to you by us and any in Account notifications regarding the API.
11. To the maximum extent permitted by law (including the Australian Consumer Law), we do not guarantee any level of compatibility between the API and any of your Systems.
12. The API Content does not take into account all of your circumstances. Your situation is unique and any information obtained from the API Content may not be appropriate for your situation. The API Content is based on Your Data you input into the Platform. To the maximum extent permitted by law (including the Australian Consumer Law), we do not warrant the accuracy, completeness or suitability for you of any of the reports produced by the API or the API Content. Any reporting functionality of the API and the API Content must be relied upon by you at your own risk.
13. To the maximum extent permitted by law (including the Australian Consumer Law), we do not warrant the availability of the API as from time to time we may perform scheduled or emergency maintenance that causes the API to be unavailable.
ADLA
1. If you choose to use our Advance Data Layer Access (ADLA) module, which provides reporting services, you are solely responsible for Your Data you input into this module.
2. The financial reports generated by ADLA are based purely on Your Data you input into ADLA.
3. The financial reports produced by ADLA do not take into account all of your circumstances. Your financial situation is unique and any information and advice obtained through ADLA may not be appropriate for your situation. The financial reports produced by ADLA should not be considered as advice or a recommendation, and the financial reports have not been audited or certified by an accountant. It is your responsibility to seek advice from an account and comply with all laws including tax laws when using ADLA for financial reporting.
4. In the event that you choose to end your Membership, you agree to export Your Data using the data exporting functions available as part of the Services. If you request that we assist with the export of Your Data from the Services, we reserve the right to charge an additional fee for our assistance.
5. To the maximum extent permitted by law (including the Australian Consumer Law), we do not warrant the accuracy, completeness or suitability for you of any of the reports produced by ADLA. Any reporting functionality of the Platform must be relied upon by you solely at your own risk.
Add On Features
1. We may, from time to time, offer additional paid features (Add On Feature). The Add On Features we have available and the associated fee structures will be set out on the Platform.
2. If there are any fees payable for Add On Features (Add On Fees), these Add On Fees and the timing of payment will be set out on the Platform.
3. In consideration for your payment of the Add On Fees (if any and as applicable), we agree to provide you and your Authorised Users with access to the Add on Features.
4. To the maximum extent permitted by law, subject to clause 19.10, any Add on Fees paid by you to us are non-refundable once paid.
5. To the maximum extent permitted by law (including the Australian Consumer Law), we do not warrant the availability of Add on Features.
Support Services
1. Should you be unable to access the Platform, or should you have any other questions or issues impacting on your use and enjoyment of the Platform, we have a knowledge base section available on our Site where you may find responses to our most commonly asked questions.
2. If you are unable to find the response to your question in our knowledge base, please contact us via in-Account functionality or via email using the contact details at the bottom of these Terms.
3. Subject to you assisting us in investigating and ascertaining the cause of any fault and providing us with access to all necessary information relevant to the fault (including what you or your Personnel have done in relation to the fault) and providing us (and our Personnel) with reasonable access to your Computing Environment, we will provide you with reasonable technical support via email (Support Services).
4. We reserve the right to refuse any request for or in relation to Support Services that we deem inappropriate, unreasonable, illegal or otherwise non-compliant with these Terms.
5. Support Services will be provided to you on a non-exclusive basis.
6. We will endeavour to respond to any support requests within a reasonable period. To the maximum extent permitted by law (including the Australian Consumer Law), we make no timing representation regarding the provision of Support Services to you.
7. All communications with the team while providing Support Services or any related Platform enquiries will be free of discrimination, harassment or bullying
  1. Bullying is defined as repeated unreasonable behaviour by an individual or group of individuals towards any member of our team that creates a risk to health and/or safety.
  2. Harassment is defined as any behaviour that is likely to offend, humiliate, intimidate, or ridicule another person, and that a reasonable person, having regard to all the circumstances, would have anticipated would be offensive, humiliating, intimidating, or ridiculing to the other person. This can include physical, verbal, or written conduct.
Accounts
1. You must register on the Platform and create an account (Account) to access the Platform’s features. We may refuse (in our sole discretion) to allow a person to create an Account.
2. You will be the account holder of that Account and subject to clause 11 of these Terms, based on your Membership type, you may grant your Personnel standard end user permissions (Authorised Users).
3. You must provide basic information when registering for an Account including your business name, business address, contact name and email address and you must choose a username and password (Account Login Details).
4. You agree to provide and maintain up to date information in your Account and to not share your Account Login Details with any other person. Your Account is personal and you must not transfer or provide it to others with the exception of your Authorised Users.
5. You are responsible for keeping your Account details and your Account Login Details confidential.
6. You will be liable for all activity on your Account, including content posted using your Account, purchases made using your Account Login Details, Membership changes made using your Account, and all activity from any one of your Authorised Users using your Account. You agree to immediately notify us of any unauthorised use of your Account.
7. When you create an Account, you must also select a Membership type. You may choose between different tiers of Membership with different services and different Booking Column allowances as set out on our Platform.
8. You are the Account owner and regardless of any change in any contact details, you will remain responsible for your Account, as set out in these Terms. If you wish to change the Account owner, you must provide us with a written request to transfer the ownership of the Account to the incoming party, which must also include the incoming party’s written consent to take over full responsibility for the Account, in a form acceptable to us.
9. From your Account, you will be able to make payments to us, change your Membership type, terminate your use of the Services, invite and remove Authorised Users from accessing your Account, modify the access privileges of Authorised Users and based on your Membership type, set up Booking Columns.
10. We may require you to update your Account Login Details from time to time.
Authorised Users
1. You may invite your Personnel to access and use the Platform under your Account (Authorised Users).
2. Each Authorised User will require a login (Authorised User Login) that is linked to your Account in order to access the Platform.
3. Subject to clause 11.4, we agree to provide you with access to a commercially reasonable number of Authorised Users.
4. We may refuse (in our sole discretion) to allow any person to have an Authorised User Login.
5. Each Authorised Users will have permission to access certain features of the Platform and your Account, as detailed in your Account and you may adjust these permission settings in your Account.
6. Each Authorised User is responsible for keeping their Authorised User Login details confidential.
7. You will ensure that each Authorised User complies with these Terms. You are responsible and liable for the acts or omissions of your Authorised Users. You will be liable for all activity from any one of your Authorised Users using your Account.
8. You agree to immediately notify us of any unauthorised use of your Account by your Authorised Users.
9. You agree that we are a software as a service provider and we are not responsible for the management or administration of your Authorised User(s).
Memberships

Free trial

1. Your Membership may begin with a free trial. The free trial period of your Membership will last for the period specified on the Platform. We determine free trial eligibility in our sole discretion and we may limit eligibility to prevent free trial abuse. We reserve the right to revoke the free trial and suspend your Account at any time in the event that we determine that you are not eligible. Free trials are only available for new Account holders.
2. In order to access a free trial (if available), you must create an Account and chose a Membership type.
3. If you do not cancel at least 24 hours before the date that the free trial ends, we will charge your chosen payment method for the Membership type you have chosen and its corresponding membership fee (Membership Fees) on the day your free trial ends (Payment Date).

Membership

1. By participating in the free trial and not cancelling your Membership during the free trial period, you agree to pay the Membership Fees on the Payment Dates to use the Platform and benefit from your Membership.
2. Unless your Membership is suspended or terminated in accordance with these Terms, your Membership will roll over on an ongoing basis, and you will be charged the same Membership Fees in advance on an ongoing basis from the Payment Date.
3. Without limiting your rights under the Australian Consumer Law, you can cancel your Membership at any time in accordance with the clause 19.1 (Cancellation of Membership) of these Terms. Your cancellation will take effect immediately without a refund for any prepaid Membership Fees for that period (subject to clause 19.10).

Changes to your Membership

1. If you wish to suspend or change your Membership (for example, by upgrading to a different Membership tier to enable you access to a higher number of Booking Columns associated with your Account), you must do this via in-account functionality at least 24 hours before the next Payment Date. If you vary your Membership and the Membership Fees increase, we agree to provide you with access to the additional Membership features immediately, and the increased Membership Fees will apply on the next Payment Date.
2. From time to time, we may need to change what is available as part of your Membership (for example, the inclusions, exclusions, updated features). If we change what is available as part of your Membership, we will provide you with at least 30 days’ notice of the change via in-Account notification. After 30 days, we will apply the changes to your Membership. If the changes affect your enjoyment of the Membership, you may at any time cancel your Membership in accordance with clause 19.1 (Cancellation of Membership) of these Terms.
3. From time to time, we may need to change the Membership Fees. If we change the Membership Fees, we will provide you with at least 30 days’ notice of the change via in-Account notification. After 30 days, we will apply the updated Membership Fee to your Membership. If the updated Membership Fee is not acceptable to you, you may cancel your Membership in accordance with clause 19.1 (Cancellation of Membership) of these Terms.

13. Payment of Fees

1. You will be charged the Membership Fees in advance on an ongoing basis from the Payment Date.
2. If there are any fees payable for Add On Features, these Add On Fees and the timing of payment will be set out on the Platform.
3. If you request that we assist with the export of Your Data from the Services, require our assistance with training or consulting or otherwise require any other support or function outside the scope of the Services we agree to provide you in your Account based on your Membership type, any additional fee and the timing of payment will be agreed between the Parties before we provide you with this assistance.
4. The payment methods we offer for the Fees are set out on the Platform. We may offer payment through a third-party provider for example, Stripe. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.
5. You must not pay, or attempt to pay, the Fees by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment.
6. You agree that we may set-off or deduct from any monies payable to you under these Terms, any amounts which are payable by you to us (whether under these Terms or otherwise).
7. We do not store any credit card details, and all payment information is collected and stored through our third-party payment processor.
8. To the extent permitted by law and subject to clause 19.10, all Fees are non-refundable and non-cancellable once paid to us.

14. Our Intellectual Property

1. As between the Parties, you acknowledge and agree that we own all Intellectual Property Rights in the Platform, any algorithms or machine learning models used on the Platform (including the API), the Content, Our Materials, New Materials, Improvements, Feedback and Analytics (Our Intellectual Property).
2. As between the Parties, you further acknowledge and agree that Our Intellectual Property will at all times vest, or remain vested, in us, and nothing in these Terms constitutes an assignment or transfer of Our Intellectual Property. To the extent that ownership of Our Intellectual Property does not automatically vest in us, you agree to do all acts necessary or desirable to assure our title to such rights.
3. We grant you the personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable Platform Licence (set out in clause 3.8) and API Licence (set out in clause 6.5) for the period of your Membership authorising you to use Our Intellectual Property solely for your limited commercial use and enjoyment of the Services in accordance with these Terms. You must not exploit Our Intellectual Property for any other purpose (including to compete with our business), nor allow, aid or facilitate such use by any third party. Use must be limited to Authorised Users on devices that are controlled or approved by you.
4. You must not, without our prior written consent:
  1. copy, in whole or in part, any of Our Intellectual Property;
  2. take any action that may compromise or jeopardise our Intellectual Property Rights;
  3. reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
  4. breach any Intellectual Property Rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property, downloading Our Intellectual Property (other than any download by you or your Authorised Users of our mobile application), causing any of Our Intellectual Property to be framed or embedded in another website, or creating derivative works from any of Our Intellectual Property.
5. For the avoidance of doubt, nothing in this clause 14.4 limits or removes any rights granted to you by us to create API Customality as set out in clause 6.6.In the use of any Intellectual Property Rights in connection with these Terms, you must not (and you must ensure that your Personnel do not) commit any Intellectual Property Breach.
6. In any use of our Services, you must not remove, obscure, or alter in any way any attribution to us or any other Third Party Service on any user interfaces to the Platform.
7. Nothing in the above clause restricts your ability to publish, post or repost Our Intellectual Property on your social media page or blog, provided that:
  1. you do not assert that you are the owner of Our Intellectual Property;
  2. unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us;
  3. you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or deceptive; and
  4. you comply with all other terms of these Terms.
8. This clause will survive the termination or expiry of your Membership.

15. Your Data, Output Data, Feedback and Analytics

1. You own all data, information or content you and your Authorised Users upload into the Platform (Your Data).
2. Subject to your payment of the Fees as required by these Terms, you own any data or information output from the Platform generated using Your Data as input including the API Content and financial reports issued via the Platform (Output Data). Note that Output Data does not include the Feedback or Analytics (as described below).
3. You grant us a limited licence to copy, transmit, store, backup and/or otherwise access or use Your Data and the Output Data to:
  1. you do not assert that you are the owner of Our Intellectual Property;
  2. unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us;
  3. you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or deceptive; and
  4. you comply with all other terms of these Terms.
  5. communicate with you (including to send you information we believe may be of interest to you);
  6. supply the Services to you and otherwise perform our obligations under these Terms;
  7. diagnose problems with the Platform and/or Services;
  8. enhance and otherwise modify the Platform and/or Services;
  9. perform Analytics;
  10. develop other services, provided we de-identify Your Data; and
  11. as reasonably required to perform our obligations under these Terms.
4. You agree that you are solely responsible for all of Your Data that you and your Authorised Users make available on or through the Platform. You represent and warrant that:
  1. you are either the sole and exclusive owner of Your Data or you have all rights, licences, consents and releases that are necessary to grant to us the rights in Your Data (as contemplated by these Terms);
  2. neither Your Data nor the posting, uploading, publication, submission or transmission of Your Data or our use of Your Data on, through or by means of our Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation;
  3. any collation, conversion and analysis of Your Data performed as part of the Services (whether by the Services or otherwise) is likely to be subject to human input and machine errors, omissions, delays and losses, including any loss of You Data. We are not liable for any such errors, omissions, delays or losses; and you are responsible for adopting reasonable measures to limit the impact of such omissions, delays losses and errors; and
  4. we may relocate Your Data and Output Data to another jurisdiction, in which case we will give you 15 Business Days’ notice and use all reasonable endeavours to minimise the effect of such change on your access and use of the Services.
5. You acknowledge and agree that we own all rights in any Feedback, that we may use Feedback in any manner which we see fit (including to develop new features) and no benefit will be due to you as a result of any use by us of any Feedback.
6. You acknowledge and agree that we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Platform, in an aggregated and anonymised format (Analytics). You acknowledge and agree that we own all rights in the Analytics, and that we may use the Analytics for our own internal business purposes, provided that the Analytics do not contain any identifying information.
7. We do not endorse or approve, and are not responsible for, any of Your Data.
8. You acknowledge and agree that the Platform and the integrity and accuracy of the Output Data is reliant on the accuracy and completeness of Your Data, and the provision by you of Your Data that is inaccurate or incomplete may affect the use, output and operation of the Platform. You agree that you have not relied on any representations or warranties made by us in relation to the Output Data (including as to whether the Output Data is or will be fit or suitable for your particular purposes). It is your sole responsibility to determine the appropriateness of the Output Data for your particular needs. Any reporting functionality of the Platform must be relied upon by you solely at your own risk.
9. We will retain documents (including Your Data and copies of documents) as required by law or regulatory requirements. Your express or implied agreement to these Terms constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on expiry or termination of these Terms.
10. If you or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with these Terms (including API Customality), you agree to (and agree to ensure that your Personnel) consent to our use or infringement of those Moral Rights.
11. This clause will survive the termination or expiry of your Membership.

16. Warranties

You represent, warrant and agree that;
1. you will not use our Services, including Our Intellectual Property, in any way that competes with our business;
2. there are no legal restrictions preventing you from entering into these Terms;
3. all information and documentation that you provide to us in connection with these Terms is true, correct, complete and up-to-date and you will ensure the email address you provide is valid and regularly checked. You acknowledge and agree that we will rely on such information to provide the Services to you;
4. you have not relied on any representations or warranties made by us in relation to the Services (including as to whether the Platform or the Output Data is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms;
5. you will provide us with all materials and all reasonable assistance and cooperation in order for us to supply the Services in accordance with these Terms;
6. you will provide us and our Personnel with reasonable access to your Computing Environment, if necessary for us to supply the Services to you;
7. you will make any changes to your Computing Environment, such as system upgrades, that may be required to support the delivery and operation of any Services, including point of sale terminals to support the point of sale functionality on the Platform. You are responsible for obtaining Systems and hardware to support the Services;
8. you will ensure that only your Personnel and Authorised Users access and use the Services and such use and access is in accordance with these Terms;
9. you will inform us if you have reasonable concerns relating to our provision of the Services under these Terms, with the aim that the Parties will use all reasonable efforts to resolve your concerns;
10. you are responsible for obtaining any consents, licences, authorities and permissions from other parties necessary for the Services to be provided in accordance with these Terms, at your cost, and for providing us with the necessary consents, licences, authorities and permissions;
11. if applicable, you hold a valid ABN which has been advised to us; and
12. if applicable, you are registered for GST purposes.

17. Australian Consumer Law

1. 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 the provision of the Platform by us to you which cannot be excluded, restricted or modified (Consumer Law Rights).
2. If the ACL applies to you as a consumer, nothing in these Terms excludes your Consumer Law Rights as a consumer under the ACL. You agree that our Liability for the Platform provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.
3. Subject to your Consumer Law Rights, we exclude all express and implied warranties, and all material, work and services (including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.
4. This clause will survive the termination or expiry of your Membership.

18. Liability

1. Despite anything to the contrary, to the maximum extent permitted by law:
  1. you agree to indemnify us for any Liability we incur due to your breach of clause 3 (Platform Licence and Third Party Services), clause 14 (Intellectual Property), clause 15 (Your Data, Output Data, Feedback and Analytics), clause 20 (Notice Regarding Apple), clause 21 (Privacy and Collection Notice), clause 22 (Confidentiality) and clause 23 (Tax) of these Terms;
  2. neither Party will be liable for Consequential Loss;
  3. each Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party or any of that Party’s personnel (including a Party’s Authorised Users), including any failure by that Party to mitigate its losses; and
  4. our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us resupplying the Platform to you or, in our sole discretion, to us repaying you the amount of the Membership Fees paid by you to us in the immediately preceding 12 months for the supply of the relevant Services to which the Liability relates or $1 if no such Membership Fees have been paid.Despite anything to the contrary, to the maximum extent permitted by law:
2. Despite anything to the contrary, to the maximum extent permitted by law, we shall have no Liability for:
  1. any use or application of the Services by a person or entity other than you, or other than as reasonably contemplated by these Terms;
  2. any loss or corruption of Your Data or Output Data;
  3. loss arising as a result of the Platform’s reliance on Your Data;
  4. your reliance on the Content or any reporting functionality of the Platform (including the Output Data) which is entirely at your own risk;
  5. any works, services, goods, materials or items which do not form part of the Services (as expressed in these Terms), or which have not been provided by us;
  6. any Third Party Services, or any unavailability of the Platform due to a failure of the Third Party Services;
  7. Liability arising as a result of your Computing Environment or the integrity or existence of any data on your Computing Environment, network or any device controlled by you, your Authorised Users or your Personnel;
  8. compatibility between the API and any of your Systems;
  9. your ability to create API Customality or your use of API Customality or your inability to use the API Customality if we terminate under clause 19;
  10. any incompatibility between the API or Platform and your API Customality including incompatibility arising from changes made by us to the API;
  11. events beyond our reasonable control (including Force Majeure Events or a fault, defect, error or omission in the Computing Environment or Your Data);
  12. any interruptions or downtime to the Platform and any scheduled or emergency maintenance that causes the Platform or any of its functionalities (e.g. the API Services) to be unavailable; and/or
  13. any delay in us providing the Services to you, for whatever reason.
3. This clause will survive the termination or expiry of your Membership.

19. Termination

Cancellation of Memberships by you

1. You may request to cancel your Membership at any time by notifying us via ‘cancel my membership’ feature in your Account.
2. Your cancellation will take effect immediately without a refund for any prepaid Membership Fees for that period (subject to clause 19.10).
3. You must cancel at least 24 hours before the next Payment Date in order for it to be processed for that next payment period. Subject to the foregoing, we will stop charging you the Membership Fees from the next Payment Date.
4. Should you cancel your Membership with us, you will continue to have an Account with us, should you seek to reactivate your Membership in the reasonable future.
5. We do not monitor usage. This is the Account holder’s sole responsibility and we do not give refunds for lack of use by you or your Authorised Users.

Termination of Membership by us

1. We may terminate your Membership at any time by giving 30 days’ written notice to you (Termination for Convenience).

Termination due to breach

A Member ship will terminate immediately upon written notice by a party (Non-Defaulting Party) if:
1. the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 5 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
2. the Defaulting Party is unable to pay its debts as they fall due.

Suspension by us

A Member ship will terminate immediately upon written notice by a party (Non-Defaulting Party) if:
1. Should we suspect that you (or your Authorised Users) are in breach of these Terms, we may suspend your access (and the access of your Authorised Users) to the Platform while we investigate the suspected breach.

Consequences of termination

Upon expiry or termination of your Membership:
1. we will remove your access to the Platform;
2. our Platform Licence set out in clause 3.8 and our API Licence set out in clause 6.5 will be terminated immediately and you must not continue to use Our Intellectual Property. Any continued use of Our Intellectual Property by you after termination will be considered an Intellectual Property Breach by you. You acknowledge and agree that our termination of your API Licence will affect your ability to use your API Customality;
3. you agree that other than except as set out in clause 19.10, any payments made by you to us (including any Fees) are not refundable to you;
4. where we terminate your Membership for any reason other than a Termination for Convenience, you also agree to pay us our reasonable additional costs directly arising from such termination;
5. we may delete Your Data as provided by clause 15.8.
We agree to refund you for any prepaid unused Fees relating to the period of cancellation during which you no longer have access to our Platform on a pro-rata basis in the following circumstances:
1. if you cancel your Membership because we have changed the Membership inclusions, the Platform functionality or the Fees and the change has a substantial and adverse impact on you (as reasonably demonstrated by you); and
2. where termination is due to our Termination for Convenience or our breach of these Terms.
Termination of a Membership will not affect any rights or liabilities that a Party has accrued under these Terms.
This clause will survive the termination or expiry of your Membership.

20. Notice Regarding Apple

1. To the extent that you are using or accessing our Platform on an iOS device, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the Platform and any content available on the Platform.
2. Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform.
3. If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.
4. Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to: (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
5. Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.
6. You agree to comply with any applicable third-party terms when using our mobile application.
7. Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.
8. You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

21. Privacy, Collection Notice, Data Processing Schedule and publicity

Privacy:

1. Each Party agrees to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth), the Data Protection Laws (if they apply to the Party) and any other applicable legislation or privacy guidelines.
2. If you (or your Authorised Users, Personnel or clients) provide us with the Personal Information, you warrant that you have obtained the consent of each such person to provide us with this information and use it in accordance with our Privacy Policy.
3. If you become aware that any Personal Information you (or your Authorised Users, Personnel or clients) have provided to us or inputted onto our Platform is out of date, is otherwise inapplicable or if any consent is withdrawn, you agree to update us as soon as reasonably possible and to update the Platform appropriately.
4. All Personal Information you (and your Authorised Users) provide to us will be treated in accordance with our Privacy Policy.
5. We collect Personal Information about you (and your Personnel) in order to set up your Account, set up Authorised User Login details, respond to any of your enquiries and to contact you regarding updates and improvements, billing and for the other purposes set out in our Privacy Policy.
6. We collect Personal Information about your clients in order to provide the functionality of our Platform and provide our Services.
7. 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.
8. Our Privacy Policy contains further information about: (i) how we store and use your personal information; (ii) how you can access and seek correction of your personal information; (iii) how you can make a privacy-related complaint; and (iv) our complaint handling process. By providing personal information to us, you consent to us collecting, holding, using and disclosing your personal information in accordance with our Privacy Policy.

Data Processing Schedule

1. If the Data Protection Laws apply to you, you may choose to sign our Data Processing Schedule.
2. If you sign our Data Processing Schedule, we agree to comply with our Data Processing Schedule in the Processing of Personal Data belonging to you and each of your Affiliates.
3. If you sign our Data Processing Schedule, you agree to comply with our Data Processing Schedule and all applicable Data Protection Laws and you will ensure that each of your Personnel and Affiliates does likewise.

Publicity

1. With your prior written consent, you agree that we may advertise or publicise the fact that you are a user of our Platform, including on our website or in our promotional material.

Survival

1. This clause 21 will survive termination or expiry of These Terms.

22. Confidentiality

Each Receiving Party agrees:
1. not to disclose the Confidential Information of the Disclosing Party to any third party;
2. to use all reasonable endeavours to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure; and
3. to only use the Confidential Information of the Disclosing Party for the purposes for which it was disclosed or provided by the Disclosing Party, and not for any other purpose.
The obligations in clause 22.1 do not apply to Confidential Information that:
1. is required to be disclosed in order for the Parties to comply with their obligations under These Terms;
2. is authorised to be disclosed by the Disclosing Party;
3. is in the public domain and/or is no longer confidential, except as a result of a breach of These Terms; or
4. must be disclosed by Law or by a regulatory authority, including under subpoena.
Each Party acknowledges and agrees that monetary damages may not be an adequate remedy for a breach of this clause 22. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 22.
This clause 22 will survive termination or expiry of These Terms.

23. Tax

1. If GST is payable on any supply made under this Agreement, the recipient of the supply must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under this Agreement and must be paid in addition to the consideration expressed elsewhere in this Agreement, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.
2. If an adjustment event arises in respect of any supply made under this Agreement, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued if required, and any payments to give effect to the adjustment must be made.
3. If the recipient is required under this Agreement to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.
4. The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
5. Where a value-added tax in your own country is applicable, the Fees will be exclusive of such value-added tax.
6. You are responsible for all other Taxes, levies or duties imposed by taxing authorities in your own country, and you shall be responsible for the payment of them. We have no responsibility to them on your behalf.
7. If you are required by Law to make a deduction or withholding for or on account of Taxes from a payment in connection with These Terms, you must pay us an additional amount so that, after making any such deduction or withholding, we are entitled to receive an amount equal to the payment which would have been due if no deduction or withholding had been required.

24. General

1. Email: You agree that we are able to send electronic mail to you and receive electronic mail from you. To the maximum extent permitted by law, you release us from any Liability you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.
2. SMS: You agree that we are able to SMS messages to you and receive SMS messages from you. To the maximum extent permitted by law, you release us from any Liability you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer. You may reply “STOP” at anytime to unsubscribe from these messages. Note: Message and data rates may apply. Message frequency may also vary. For US members you can reply HELP for help.
3. Subcontracting: We may engage subcontractors to perform the Services on our behalf.
4. Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
5. Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.
6. Disputes:A Party may not commence court proceedings relating to a dispute without first meeting with the other Party to seek (in good faith) to resolve the dispute, failing which the Parties agree to engage a mediator to attempt to resolve the dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
7. Entire Terms: Subject to your Consumer Law Rights, these Terms contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in these Terms, and these Terms supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
8. Force Majeure: To the maximum extent permitted by law, we shall have no Liability for any event or circumstance outside of our reasonable control.
9. Governing law: These Terms are governed by the laws of Victoria.Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
10. Relationship of parties: These Terms are not intended to create a partnership, joint venture or agency relationship between the parties.
11. Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided in 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 transmission by email.
12. Severance: If a provision of these Terms 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 these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.
13. Third party sites: The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Platform, such third party provides the goods and services to you, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform (Referred Link) or for featuring certain products or services on the Platform. We will make it clear by notice to you which (if any) products or services we receive a benefit to feature on the Platform, or which (if any) third party links are Referred Links.
14. Illegal Requests: We reserve the right to refuse any request for or in relation to any Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.
15. Access: The Services may be accessed in Australia and overseas. We make no representation that the Services comply 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 you are responsible for complying with the Laws in the place you access the Services.

25. Definitions

1. Add On Features means additional paid features advertised on our Platform.
2. ADLA means our advance data layer access module as advertised on our Platform.
3. Affiliate means an entity that directly or indirectly Controls, is Controlled by or is under common Control with a Party.
4. API means the application programming interface and associated code, tools, documentation and related material that we provide to you in relation to our business management software.
5. API Content means content made available to you through use of the API Services.
6. API Customality means an enhancement or adaptation of our Platform made by you (or any of your Personnel excluding us) using our API, during the Term, the specific object of which is to build custom add-ons to the Platform for your own internal business purposes.
7. API Services means providing you with access to the API in accordance with these Terms.
8. Booking Column means an appointment column as set up on our Platform.
9. Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and Systems.
10. Confidential Information includes information which:
  1. is disclosed to the Receiving Party in connection with These Terms at any time;
  2. is prepared or produced under or in connection with These Terms at any time;
  3. relates to the Disclosing Party’s business, assets or affairs; or
  4. relates to the subject matter of, the terms of and/or any transactions contemplated by These Terms,
    whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information
11. Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
12. Content means content (including copyright and trademarks) available on the Platform but excludes Output Data.
13. Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise and “Controlled” has a corresponding meaning.
14. Data Protection Laws means:
  1. EU General Data Protection Regulation 2016/679 (EU GDPR), as transposed into domestic legislation of each member state and as amended, replaced or superseded from time to time, including by the EU
    GDPR and laws implementing or supplementing the EU GDPR;
  2. in respect of the United Kingdom, the Data Protection Act 2018 (UK GDPR) as incorporated into United Kingdom law by virtue of Section 3 of the United Kingdom’s European Union (Withdrawal) Act 2018; and
  3. to the extent applicable, the data protection or privacy laws of any other country.
15. Data Processing Schedule means our Data Processing Schedule.
16. Disclosing Party means the Party disclosing Confidential Information to the Receiving Party.
17. Feedback means any idea, suggestion, recommendation or request by you or any of your Personnel and your Authorised Users, your clients, whether made verbally, in writing, directly or indirectly, in connection with the Services.
18. Fees means Membership Fees (clause 12), Add On Fees (clause 8) and any other fees as set out on our Platform or as agreed between the Parties which you agree to pay for our Services.
19. Force Majeure Event means any event or circumstance which is beyond a party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.
20. Foreign Indirect Tax means a goods or services tax, value added tax, a consumption tax or similar taxes imposed in a jurisdiction other than Australia.
21. Improvements means any development, modification, adaptation or improvement of Our Materials or any New Materials made by or on behalf of either Party (or any of their respective Personnel), or in respect of which Intellectual Property Rights are acquired by, either Party during the Term but excludes the API Customality.
22. Intellectual Property means any domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
23. Intellectual Property Breach means any breach by you (or any of your Personnel) of any of our Intellectual Property Rights (or any breaches of third-party rights including any Intellectual Property Rights of third parties), including, but not limited, to you (or your Personnel):
  1. copying, altering, enhancing, adapting or modifying any of our Intellectual Property;
  2. creating derivative works from our Intellectual Property;
  3. providing or disclosing our Intellectual Property to, or allowing our Intellectual Property to be used by, any third party;
  4. assigning or transferring any of our Intellectual Property Rights or granting sublicenses of any of any of our Intellectual Property Rights, except as expressly permitted in these Terms;
  5. reverse engineering or decompiling any of our Intellectual Property Rights, except where permitted by Law; and/or
  6. using or exploiting our Intellectual Property for purposes other than as expressly stated in these Terms (including, without limitation, using our Intellectual Property for commercial purposes or on-selling our Intellectual Property to third parties).
24. Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.
25. Law means all applicable laws, orders, judgments, rules, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with these Terms.
26. Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.
27. Moral Rights has the meaning given in the Copyright Act 1968 (Cth).
28. Membership means a membership type identified on our Platform.
29. Member State has the same meaning as in the EU GDPR, and the cognate term shall be construed accordingly.
30. New Materials means all Intellectual Property developed, adapted, modified or created by either Party or their respective Personnel in the provision of the Services, but excludes Our Materials, API Customality, Your Data and Output Data.
31. Our Materials means all work, models, processes, technologies, strategies, materials, information, documentation and Services that we may provide to you under these Terms, and which may contain material which is owned by or licensed to us, and is protected by Australian and international laws.
32. Output Data means any data or information output from the Platform using Your Data as input including the API Content and (if applicable) any financial reports issued through your use of the ADLA functionality.
33. Personal Data has the same meaning as in EU GDPR, and the cognate term shall be construed accordingly.
34. Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents
35. Personal Information is defined in the Privacy Act 1988 (Cth) and also includes Personal Data and any similar term as defined in any other privacy law applicable to the Party.
36. Privacy Policy means our privacy policy, available at https://clone.simplesalon.com/privacy-policy.
37. Receiving Party means the Party receiving Confidential Information from the Disclosing Party.
38. Services means access to the Platform, the Support Services, the API Services, reporting services provided by ADLA, Add On Features and any other services we agree to provide as set out in your Account or as attached to your Membership type.
39. Support Services has the meaning given in clause 9.
40. Systems means all hardware, software, networks, telecommunications and other IT systems used by a party from time to time, including a network.
41. Taxes means Foreign Indirect Taxes, tax, levy, duty, charge, deduction or withholding, however described, imposed by law or a government agency, together with any related interest, penalty or fine, including in respect of GST, but excluding income tax.
42. Third Party Services means third party systems that are not provided by us (for example, cloud storage providers, data processing systems, CRM systems, telecommunication services and internet providers) or other subcontractors which the provision of the Services may be contingent on, or impacted by.
43. Your Data means all data, information or content you and your Authorised Users upload into the Platform.

For any questions or notices, please contact us at:

Simple Salon Group Pty Ltd ABN 37 611 937 501

Email: support@simplesalon.com

Last update: 14 September 2022