SOFTWARE LICENCE AGREEMENT TERMS AND CONDITIONS
CONFIDENTIALITY AGREEMENT
TERMS OF SERVICE
SERVICE LEVEL AGREEMENT

CLICKPOS PTY LTD
(ABN 093 682 243)
215 Rouse Street, Port Melbourne Vic. 3207 Australia

SOFTWARE LICENCE AGREEMENT TERMS AND CONDITIONS

1. Definition. In this Contract unless the contrary intention appears
"Actual Delivery Date" means the date or dates that Software/database is setup, and notified.
"Business Days" means Monday to Friday excluding Public Holidays;
"Company" means ClickPOS (66 093 682 243) and its successors and assigns;
"Contract" means this agreement between Company and Customer;
"Customer" means the person, firm or company whose name and address has been setup for use
of ClickPOS Online;
"Delivery Date" means the date or dates for delivery of Software as specified in the Schedule;
"Equipment" means the equipment listed in the Schedule;
"Installation Site" means the location or locations at which Equipment is installed as specified in the Schedule;
"Licence" means the licence to use Software granted under Clause 2.1;
"Modem Support" means the services specified in Clause 13.
"Normal Business Hours" means 9.00 am to 5.00 pm on Business Days (Melbourne);
"Schedule" means the schedule attached hereto;
"Services" means the services as specified in Clause 9;
"Software" means (ClickPOS) the software listed in the Schedule and where the context
permits means any portion of the software so listed and includes Updates, modifications and
enhancements supplied pursuant to Clause 10.1 and any manuals and other documentation
supplied to Customer in connection with this Contract but specifically excludes the source code of Software;
"Store Licence Fees" is the fee payable for each listed store or department.
"User Licence Fees - Initial" is the ongoing monthly fee payable for each listed store or department
for user to gain access to the system.
"User Licence Fees - Consecutive" is the ongoing monthly fee payable for any consecutive licence(s)
for additional users to gain access to system.
Words importing the singular number shall include the plural and vice versa and words of each
gender shall include each other gender.
"Supplier" in relation to Equipment means the supplier or original manufacturer of Equipment and
in relation to Software means the copyright owner of Software
"Telephone Support" means the services specified in Clause 13.
"Updates" means modifications, enhancements and new versions of Software supplied pursuant to
Clause 8.
"Late Payment Processing" means fee charged for payments passed the invoice due date.

2. Scope of Contract
In consideration of the payment by Customer to Company of the Licence Fees Company hereby
grants to Customer a non-transferable and non-exclusive licence to use Software .
In consideration of the payment by Customer to Company of the Licence and Service Fees Company
agrees to provide Services to Customer.

3. Delivery
Company shall use its best efforts to set up all access to allow customer to use software on or
before the Delivery Date
In the event that Customer refuses to take delivery of Software within thirty (30) days following the
Delivery Date or the date on which Software is available for delivery, whichever is the later,
then, for the purposes of Clause 4 only, such date shall be deemed to be the Actual Delivery
Date
Customer may, by written notice to Company, request that the Delivery Date be changed. Provided that Customer agrees to reimburse Company for any additional cost incurred by Company as a result of the change Company shall not unreasonably refuse such request.

4. Store Licence Fees and Payment
Customer shall pay Store Licence fee either upfront or over a period of 12 months from date of Actual delivery date.
If paying over 12 months then company shall invoice Customer for Store Licence Fees monthly on first day of each calendar month in advance.
Company may vary Monthly Store Licence Fees on thirty (30) days written notice to Customer.
Any taxes, duties, imposts, or other government levies or charges which may be imposed in respect of or pursuant to the Contract or the transactions which it records (excluding those based on the net income of Company) shall be to the account of Customer.
Costs necessarily incurred by Company in providing services shall be to the account of Customer. If such costs are paid by Company then Customer shall reimburse Company together with an administration fee not exceed thirty (30%) percent of the costs. Costs shall include, but not be limited to, costs of communications, transport, accommodation and subsistence incurred by Company or its authorised representatives. Where practical Company shall notify Customer an estimate of such costs prior to their being incurred.
Customer shall pay Company's invoices for Service Fees and other charges within fourteen (14) days from the date of such invoices.
Company reserves the right to charge fixed Late Payment Processing for overdue payments. In the event of late payment Company's obligations under the Contract will be suspended until payment is made in full. System will also notify management of late amount by displaying a message notifying the exact amount, giving additional 14 days for payment. If payment has not been received, the access to the system will be suspended until payment is received.
Any discounts specified in the Schedule will be allowed provided that Customer makes payment by the due date.

User Licence Fee / Consecutive User Licence Fee and Payment
Customer shall pay User Licence Fee and Consecutive Licence Fees Monthly in advance. The first payment shall be made on the first day of each calendar month from date of delivery.
- User Licence Fee consists of one (1) initial fee for each listed store or department, and any further user access licence requirements added to the corresponding store or department shall incur a Consecutive User Licence Fee.
Company may vary Monthly User/Consecutive Licence Fees on thirty (30) days written notice to Customer.
Any taxes, duties, imposts, or other government levies or charges which may be imposed in respect of or pursuant to the Contract or the transactions which it records (excluding those based on the net income of Company) shall be to the account of Customer.
Costs necessarily incurred by Company in providing services shall be to the account of Customer. If such costs are paid by Company then Customer shall reimburse Company together with an administration fee not exceed thirty (30%) percent of the costs. Costs shall include, but not be limited to, costs of communications, transport, accommodation and subsistence incurred by Company or its authorised representatives. Where practical Company shall notify Customer an estimate of such costs prior to their being incurred.
Customer shall pay Company's invoices for Service Fees and other charges within seven (7) days from the date of such invoices.
Company reserves the right to charge fixed Late Payment Processing for overdue payments. In the event of late payment Company's obligations under the Contract will be suspended until payment is made in full. System will also notify management of late amount by displaying a message notifying the exact amount, giving additional 14 days for payment. If payment has not been received, the access to the system will be suspended until payment is received.
Any discounts specified in the Schedule will be allowed provided that Customer makes payment by the due date.

Hosting Maintenance fee (Customer hosting own server)
- Customer shall pay fixed fee for Company for gaining access for the purpose of support and upgrades. This fee is charged for time it takes for companies support staff to gain access from time to time to make modifications, support and upgrade to the system. This access must be provided under section 13 of this agreement. If in any case the access is not provided by customer for scheduled upgrades within a reasonable time frame, the company reserves the right to charge appropriate fees for organising the upgrade to take place.

5. Commencement and Term
The Licence shall commence on the Actual Delivery Date (when Application form is submitted and database is created) and shall continue until Customer ceases to use Software or as otherwise provided herein.
Company shall make available Services in respect of Software so long as Licence and support fees are not outstanding.
Software Licence
The Licence is subject to the terms and conditions of any applicable sub-licence agreement contained in the Schedule and is terminated forthwith upon Customer;
Fail to pay Monthly Licence Fees by the due date
Customer acknowledges that Software and all copies thereof including the programs, the contents and the documentation thereof, provided by Company hereunder for use with Equipment, whether on tape, disc or other media or device is and shall at all times remain the property of Company or Supplier. Customer further acknowledges Company's or Supplier's proprietary rights in Software and the concepts embodied therein and agrees that Customer, its employees, representatives, agents, successors and assigns or any of them, shall neither have nor at any time acquire or attempt to have or to acquire any proprietary interest or other right to Software other than the right to use Software exclusively with Equipment. Neither shall they amend, expose, reproduce, print-out or publish the content or proprietary concepts of Software for any reason whatsoever without the prior written approval of Company.
Customer shall not copy, alter or modify Software or merge Software with other computer programs without the prior written consent of Company except for the purpose of security back-up.
By this Contract, Customer assigns to Company any and all copyright in modifications or alterations to Software, whether or not those modifications or alterations are made under Clause 6
If at any time Customer fails to comply with any of its obligations pursuant to this Clause 6 Company may by notice given to Customer terminate the Licence.

6. Industrial and Intellectual Property Rights
All proprietary, industrial and intellectual property rights including trademarks, copyrights, patents and designs associated with Software shall not become the property of nor pass to Customer but shall remain the property of Company or Supplier .
Company shall indemnify Customer against any and all actions or claims incurred by Customer arising out of any actual or alleged infringement of any patent, copyright or other intellectual property right in respect of Software supplied under the Contract.

7. Termination of Licence
Upon termination of the Licence
Customer will return Software and all copies thereof to Company; or
Company may repossess Software and all copies thereof wherever located and without demand or notice and for that purpose Customer permits and shall continue to permit any duly authorised representative of Company without notice to enter into and upon any premises occupied by Customer.

8. Updates
From time to time Company will upload Updates to Customers system automatically to;
Incorporate corrections to errors and defects in Software in failing to comply with Company's manuals; and
In Company's opinion may improve the functionality and/or performance of Software

9. Service
Company shall make available a service in respect of Software so long as Licence and User Licence Fees are not outstanding.
Company agrees to make available to the Customer qualified support personnel for the periods specified in the Schedule to :
Assist Customer's staff to install and commission Software;
Train Customer's nominated administrator staff in the use and operation of Software;
Modify or enhance Software in accordance with an agreed specification; and
Provide consultancy services to the Customer.
Charges for Services based on time sheets prepared by Company personnel will be invoiced to Customer periodically during the period Services are being provided.
Subject to the availability of staff, upon written request from Customer, Company will extend the periods during which the Services are provided.

10. Warranty and Limit of Liability
Company warrants that the Software will during normal use perform the functions detailed within the online video tutorials and manuals supplied online and any subsequent modifications to those training guides.
If Customer notifies Company in writing that Software fails to comply with the above warranty then Company shall at is option either modify the Software until it complies with the warranty or upgrade the Software with software which complies with the warranty.
Company warrants that services will be carried out by competent personnel.
Customer warrants that in licensing Software it has relied upon its own skill and judgment in the selection thereof, in the use and result it intends to obtain there from and its fitness for a particular purpose.
Company shall not be liable for any loss or damage which results from the incompatibility of the Software with any non-Company supplied software or equipment other than Equipment or the failure of the Software to operate in conjunction with or communicate with non-Company software, equipment of media other than Equipment.
To the extent to which Company is legally entitled to do so, Company's liability for negligence or for breach of any express or implied term of the Contract shall at the option of Company be limited to one of the following :
The upgrade of software
The supplying of services supplied again or
The payment of the cost of having Services supplied again.
Company has taken all necessary precaution to avoid unauthorized access or viruses that may cause corruption of customers data. Company will not be liable for any special, indirect or consequential loss of damage, or loss of profit whether arising from negligence or otherwise. In no event shall Company's liability under the Contract exceed the Licence Fees for the current monthly fee payable by Customer to Company for Software or Services connected with a claim.

11. Confidentiality
Customer acknowledges that all proprietary or confidential information which comes into its possession pursuant to or as a results of in the performance of the Contract is not to be made available or disclosed to any person, firm or company without the prior written consent of Company.

12. The provisions of this Clause 12 shall survive termination of the Contract
13. Support and Access to customer database
Company will provide access to Company's qualified support personnel during Normal Business Hours (EST) to :
Provide advice in connection with the normal and intended use and operation of Software; and
Give explanations and instructions in relation to problems encountered by Customer during the normal and intended use and operation of Software
Customer agrees to :
Allow Company full access to Software/database to enable it to perform its obligations hereunder and make available to Company without charge Equipment and all services including personnel reasonably necessary for inspecting, testing and operating Software;
Install suitable software to enable Company to remotely access Software, and Supply FTP or VNC/Terminal services access to server actually hosting application and database; and
Ensure that all Customer's employees requesting Support services are adequately trained in the normal and intended use and operation of the Software.
If Customer requires Company to provide Support under Clause 5.1 then Customer shall notify such requirement to Company at such address or telephone number or by email as Company may advise Customer.
Company will normally respond to Support calls made during Normal Business Hours within four (24) hours.
Support will be provided by telephone, modem link, facsimile, email or post as determined appropriate by Company.
If Customer request Company to provide Support other than during Normal Business Hours or at the Installation Site, Company may subject to availability of resources and in consideration of the payment of additional charges at Company's current rates, carry out the necessary work.

14. Services not included
Support provided shall not include:
Installation and commissioning of proprietary software.
Onsite Training Customer's staff in the use and operation of Software
; Modification or enhancement of Software; or
Provision of consultancy services to Customer Modem support, additional fees applicable for direct modem/VNC/Terminal services/FTP support.

15. Employees and Contractors
Customer agrees that it will not without Company's prior written, consent, employ or solicit for employment whether directly or indirectly any person who is employed by or contracted to Company and who has supplied Services to Customer during the preceding twelve (12) months.

16. Force Majeure
Neither party shall be liable for any failure to perform its obligations under the Contract if such failure results from circumstances beyond the part's control.

17. Breach and Insolvency
Either party shall have the right to terminate the contract if the other party is in material breach of the Contract and does not rectify such breach within fourteen (14) days after receiving written notice from the injured party requiring it to do so. Termination shall not affect any other rights of the injured party.
If Customer becomes insolvent, makes any assignment for the benefit of credits, suffers or permits the appointment of a receiver to its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign or is put into liquidation (other than solely for amalgamation or reconstruction) then Company may immediately terminate the Contract without notice and payment for Maintenance services already supplied shall immediately become due.

18. Special Conditions
Special conditions to the Contract may be included in the Schedule. In the event of any conflict between such special conditions and the terms and conditions of the Contract the special conditions shall take precedence.

19. Supplements to the Contract
The parties by written agreement may add a supplement to the Contract for the licence of additional software and/or the supply of additional services. The provisions of the Contract shall apply to the supplement as if the Schedule is replaced by the schedule to the supplement.

20. General Provisions
The Contract will commence on the date of its execution by Company and upon execution Company will insert a Contract number on the face hereof for ease of future reference.
In the event of any conflict between the terms and conditions of a Customer purchase order in respect of Software or Services and the terms and conditions of the Contract, the terms and conditions of the Contract shall take precedence.
Any notice to be given pursuant to the Contract must be in writing and may be delivered by hand, certified mail or by facsimile to the addresses on the face hereof or to such other address as wither party may establish by notice to the other in the foregoing manner. Notice will be deemed given:
If hand delivered at the time such actual delivery is made to an officer or representative of the party on which the notice is served;
If mailed on the third Business Day after posting; and
If transmitted by facsimile on completion of transmission but if transmission is not completed by 5.00pm on a Business Day then at 9.00pm on the next Business Day
The benefit of the Contract shall not be dealt with by Customer (whether by assignment or otherwise) without Company's written consent.
Company may sub-contract for the performance of the Contract or any part of the Contract.
No failure or delay in exercising a right, power or remedy under the Contract, and no course of dealing will operate as a waiver of a breach or default. No single or partial exercise of a right, power or remedy will preclude a further or other exercise of that or any other right, power or remedy.
A provision of or right created under the Contract may not be varied or waived except in writing signed by the duly authorised representatives of Company and Customer.
A provision of the Contract which is illegal or unenforceable will be ineffective to the extent of the illegality or unenforceability without invalidating the remaining provisions of the Contract or affecting the validity or enforceability of the provision in another jurisdiction.
Headings used in the Contract are for convenience and ease of reference only, are not part of the Contract and shall not be relevant to or affect the meaning or interpretation of the Contract.
The Contract shall be governed and construed according to the law for the time being in force in the State of Victoria Australia.

21. Entire Agreement
The parties that these terms and conditions (together with any other written terms and conditions expressly referred to an incorporated in the Contract) represent the entire agreement between the parties relating to the Licence of Software and the provision of Services by Company to Customer and that no other statements or representations made by or on behalf of either party have been relied upon by the other in agreeing to enter into the Contract.

 

 

 

 

CONFIDENTIALITY AGREEMENT

1.1. PREAMBLE
A. ClickPOS hosts a web-based software application called 'ClickPOS'.
B. Both parties may disclose Confidential Information to each other.
C. The parties' commercial position may be prejudiced should their Confidential Information be disclosed to third parties.
D. The parties have agreed to covenant to keep all Confidential Information confidential in accordance with this agreement.

1.2. OPERATIVE PROVISIONS
1. MEANING OF WORDS AND EXPRESSIONS
1.1 In this agreement the following words and expressions have the meanings stated in this clause unless the context otherwise requires.
Confidential Information of a Party means (whether or not in a material form and whether disclosed before or after the date of this agreement):
(a) the fact that the Data Hosting for client may be undertaken by ClickPOS;
(b) the nature and content of the Data Hosting;
(c) all non-public information of the parties or their Related Bodies Corporate (As defined in s50 of the Corporations Law) disclosed by the Parties (including, without limitation, all financial information, trade secrets and confidential know-how);
(d) that part of all notes and other records prepared by the parties and based on or incorporating information of the parties referred to in paragraphs (a) to (c); and
(e) all copies of the information and those parts of the notes and other records referred to in paragraphs (a) to (d).

2. AUTHORISED USE AND DISCLOSURE
2.1 Each party must:
(a) keep the other party's Confidential Information confidential;
(b) not use the other party's Confidential Information except for the purpose of the intended use;
(c) only disclose the other party's Confidential Information to their officers and employees who have a need to know for the purpose of intended use;
(d) ensure that its officers and employees keep all the other party's Confidential Information confidential; and
(e) not copy or record in any other form any part of the other party's Confidential Information except as is strictly necessary for the intended use.
2.2 The obligations of confidentiality under this agreement do not extend to information that (whether before or after this agreement is executed):
(a) is public knowledge (other than as a result of a breach of this agreement); or
(b) is required by law to be publicly disclosed.

3. SECURITY REQUIREMENTS
3.1 Each party must, at its cost:
(a) institute effective security measures to prevent the unauthorised access to or use of the other party's Confidential Information;
(b) keep the other party's Confidential Information under its control and stored in a manner that only it and its authorised officers and employees may access it;
(c) immediately notify the other party after it becomes aware of any suspected or actual unauthorised use, copying or disclosure of the other party's Confidential Information;
(d) immediately take all steps, at its own expense, necessary to prevent any suspected or actual unauthorised disclosure of the other party's Confidential Information by any of its officers,
employees, agents or contractors;
(e) comply with any direction of the other party about any suspected or actual breach of this agreement; and
(f) provide assistance to the other party as it may reasonably request in relation to any action taken by the other party to prevent any suspected or actual unauthorised use, copying or disclosure of the other party's Confidential Information.

4. TERMINATION AND RETURN ON DEMAND
4.1 A party may terminate this agreement at any time with immediate effect by giving written notice to the other party if:
(a) the Investigation is completed or terminated; or
(b) the other party breaches a provision of this agreement.
4.2 If at any time a party considers that, in its reasonable opinion, any of its Confidential Information is no longer required by the other party for the Investigation it may notify the other party of that fact. On receipt of such a notice a party's right to use the other party's Confidential Information specified in the notice ceases.
4.3 On termination of this agreement or on notification in accordance with Clause 5.2:
(a) each party's right to use the other party's Confidential Information ceases;
(b) each party must immediately on request from and at the election of the other party:
(i) return to the other;
(ii) destroy and certify in writing to the other party the destruction of; or
(iii) destroy and permit the other party to witness the destruction of in the case of termination, all
the other party's Confidential Information in its possession or control and in the case of a notice under Clause 5.2, such of that information as is specified in that notice.
4.4 Termination of this agreement does not affect any accrued rights or remedies the other party may have.
4.5 Each party's obligations of confidentiality under this agreement continue to apply after assignment or termination of this agreement.

5. RETENTION OF RIGHTS
5.1 The rights, powers and remedies provided in this agreement are cumulative and do not exclude the rights, powers or remedies provided by law and equity independently of this agreement.

6. EFFECT OF AGREEMENT
This agreement does not:
(a) transfer any interest in any intellectual property of either party to the other party;
(b) create any licence to use or reproduce any information or material except as strictly necessary;
nor
(c) oblige either party to disclose any Confidential Information to the other party.

7. ASSIGNMENT
A party may not assign its rights, powers or remedies under this agreement without the consent of the other parties.

8. WAIVER AND VARIATION
A provision or a right under this agreement may not be waived except in writing signed by the party granting the waiver, or varied except in writing signed by the parties.

9. GOVERNING LAW AND JURISDICTION
9.1 This agreement is governed by the law in force in the State of Victoria.
9.2 Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the State of Victoria.

10. GENERAL
10.1 Nothing in this agreement:
(a) creates or constitutes a joint venture, partnership or agency between the parties or other form of association in which any party may be liable for the acts or omissions of another party or put a party in a fiduciary relationship with another party; or
(b) confers on any party any right, power or authority to create any express or implied obligation, liability or duty on behalf of another party.
10.2 The parties will each pay their own costs incurred in negotiating, preparing and completing this agreement and the longer form agreements to be entered into in respect of the matters contained in this agreement.
10.3 This agreement sets out the entire understanding in respect of all matters contained in this agreement and supersedes any previous written or verbal agreement, commitment or understanding made by the parties in relation to its terms.

 

 

 

 

 

 

 

 

TERMS OF SERVICE

ACCEPTANCE OF TERMS
ClickPOS provides its service to you, subject to the following Terms of Service ("TOS"), which may be updated by us from time to time without notice to you. In addition, when using particular ClickPOS Online services, you and ClickPOS Online shall be subject to any posted guidelines or rules applicable to such services which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS.

DESCRIPTION OF SERVICE
ClickPOS Online provides users with access to a rich collection of on-line resources, including, state of the art management tool for retail owners, Point Of Sale, Stock Control systems. Integrating Other services such as SMS, WAP integration. In some cases we will host customer database. You understand and agree that the Service is provided "As Is" and that ClickPOS Online assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalisation settings. In order to use the Service, you must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device.

YOUR REGISTRATION / NOTIFICATION OBLIGATIONS
In consideration of your use of the Service, you agree to:
1. Provide true, accurate, current and complete information about your company; and
2. Maintain and promptly advise ClickPOS head office of any change to number of licences being used.
3. Number of licences is specified on the invoice sent to you on a monthly basis unless otherwise stated. If you no longer operate any of your stores, you must advise our office immediately. The adjustment to licence quantity will take effect "On the date of written notification or later on scheduled closing date". You will not be re-imbursed for failing to notify our office in writing.
In particular to register, you must provide your real name and email address. If you provide any information that is untrue, inaccurate, not current or incomplete, or ClickPOS Online has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, ClickPOS Online has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

MEMBER ACCOUNT, PASSWORD AND SECURITY
You will receive a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to:

1. Immediately notify ClickPOS Online of any unauthorised use of your password or account or any other breach of security; and
2. Ensure that you exit "logout" from your account at the end of each session. ClickPOS Online cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 4.

MEMBER CONDUCT
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not ClickPOS Online, are entirely responsible for all Content that you upload, post, email or otherwise transmit via the Service. ClickPOS Online does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will ClickPOS Online be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted via the Service. You agree to not use the Service to:

1. Upload, post, email or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, sexually, ethnically or otherwise objectionable or vilifying;
2. Harm minors in any way;
3. Impersonate any person or entity, including, but not limited to, a ClickPOS Online official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
4. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
5. Upload, post, email or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
6. Upload, post, email or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
7. Upload, post, email or otherwise transmit any unsolicited or unauthorised advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (such as shopping rooms) that are designated for such purpose;
8. Upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
9. Disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
10. Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
11. Intentionally or unintentionally violate any applicable local, state, national or international law.
12. "Stalk" or otherwise harass another; or
13. All personal data is stored with the permission of the your client.

You acknowledge that ClickPOS Online does not pre-screen Content, but that ClickPOS Online and its designees shall have the right (but not the obligation) in their sole discretion to refuse or move any Content that is available via the Service. Without limiting the foregoing, ClickPOS Online and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by ClickPOS Online or submitted to ClickPOS Online, including without limitation information in ClickPOS Online Message Boards, ClickPOS Online Clubs, and in all other parts of the Service.

You acknowledge and agree that ClickPOS Online may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of ClickPOS Online, its users and the public.

You understand that the technical processing and transmission of the Service, including your Content, may involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.


SPECIAL ADMONITIONS FOR INTERNATIONAL USE

Recognising the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the Australia, New Zealand or the country in which you reside.


PUBLIC CONTENT POSTED TO CLICKPOS ONLINE

1. For purposes of the TOS, "publicly accessible areas of the Service" are those accessible by the general public. By way of example, a publicly accessible area of the Service would include public ClickPOS Online demonstration site and information on ClickPOS features, Message Boards, but would not include private ClickPOS Online members details.

2. With respect to Content you elect to post for inclusion in publicly accessible areas of ClickPOS Online or that consists of photos or other graphics you elect to post to any other publicly accessible area of the Service, you grant ClickPOS Online the world-wide, royalty free and non-exclusive license to reproduce, modify, adapt and publish such Content on the Service solely for the purpose of displaying, distributing and promoting the specific ClickPOS Online Club to which such Content was submitted, or, in the case of photos or graphics, solely for the purpose for which such photo or graphic was submitted to the Service. This license exists only for as long as you elect to continue to include such Content on the Service and shall be terminated at the time you delete such Content from the Service. 3. With respect to all other Content you elect to post to other publicly accessible areas of the Service, you grant ClickPOS Online the royalty-free, perpetual, irrevocable, non-exclusive and fully sub licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. NO RESALE OF SERVICE You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service. GENERAL PRACTICES REGARDING USE AND STORAGE You acknowledge that ClickPOS Online may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that email messages, message board postings or other uploaded Content will be retained by the Service, the maximum number of email messages that may be sent from or received by an account on the Service, the maximum size of any email message that may be sent from or received by an account on the Service, the maximum disk space that will be allotted on ClickPOS’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that ClickPOS Online has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service. You acknowledge that ClickPOS Online reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that ClickPOS Online reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. MODIFICATIONS TO SERVICE ClickPOS Online reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that ClickPOS Online shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.


TERMINATION

You agree that ClickPOS Online, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Service, and remove and discard any Content within the Service, for any reason, including, without limitation, for lack of use or if ClickPOS Online believes that you have violated or acted inconsistently with the letter or spirit of the TOS. ClickPOS Online may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this TOS may be effected without prior notice, and acknowledge and agree that ClickPOS Online may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that ClickPOS Online shall not be liable to you or any third-party for any termination of your access to the Service.



DEALINGS WITH ADVERTISERS

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that ClickPOS Online shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service


LINKS

The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because ClickPOS Online has no control over such sites and resources, you acknowledge and agree that ClickPOS Online is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that ClickPOS Online shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.


CLICKPOS ONLINE'S PROPRIETARY RIGHTS

You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by ClickPOS Online or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. ClickPOS Online grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software only on the number of licences (CALS) initially signed for; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by ClickPOS Online for use in accessing the Service. DISCLAIMER OF WARRANTIES You expressly understand and agree that: 1. Your use of the service is at your sole risk. The service is provided on an "as is" and "as available" basis. ClickPOS Online expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement; 2. ClickPOS Online makes no warranty that: The service will meet your requirements; The service will be uninterrupted, timely, secure, or error-free; And will not be liable for interruptions or loss of time in use of system. Loss of data or whether ClickPOS is hosting data or client hosting data. The results that may be obtained from the use of the service will be accurate or reliable; The quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations; and Any errors in the software will be corrected. Any material downloaded or otherwise obtained through the use of the service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.
No advice or information, whether oral or written, obtained by you from ClickPOS Online or through or from the service shall create any warranty not expressly stated in the TOS.


LIMITATION OF LIABILITY

You expressly understand and agree that ClickPOS Online shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if ClickPOS Online has been advised of the possibility of such damages), resulting from:
- the use or the inability to use the service;
- the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service;
- unauthorised access to or alteration of your transmissions or data;
- statements or conduct of any third party on the service; or
- any other matter relating to the service.
If you are a resident of Australia, you agree that ClickPOS Online's liability for any breach of a condition or warranty implied by Division 2 of Part v of the Trade Practices Act (other than a condition or warranty implied by section 69 of that Act) in respect of the service shall be limited as follows:

1. in the case of goods, to any one or more of the following (as ClickPOS Online may determine): (1) the replacement of the goods or the supply of equivalent goods; (2) the repair of the goods; (3) the payment of the cost of replacing the goods or acquiring equivalent goods; or (4) the payment of the cost of having the goods repaired.
2. in the case of services, to one of the following (as ClickPOS Online may determine): (1) the payment of the supplying of the services again; or (2) the cost of having the services supplied again, except as expressly provided elsewhere.
3. If you are a resident of New Zealand, you agree that the provisions of the Consumer Guarantees
Act 1993 will not apply to the supply of the Service or these terms.


EXCLUSIONS AND LIMITATIONS

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations of sections 17 and 18 may not apply to you.


SPECIAL ADMONITION FOR SERVICES RELATING TO FINANCIAL MATTERS

If you intend to create or join any service, receive or request any news, messages, alerts or other information from the Service concerning companies, stock quotes, investments or securities, please read the above Sections 18 and 19 again. They go doubly for you. In addition, for this type of information particularly, the phrase "Let the investor beware" is apt. The Service is provided for informational purposes only, and no Content included in the Service is intended for trading or investing purposes. ClickPOS Online shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted via the Service, and shall not be responsible or liable for any trading or investment decisions made based on such information.


NOTICE

Notices to you may be made via either email or regular mail. The Service may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you generally on the Service.


GENERAL INFORMATION

The TOS constitute the entire agreement between you and ClickPOS Online and govern your use of the Service, superseding any prior agreements between you and ClickPOS Online. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. The TOS and the relationship between you and ClickPOS Online shall be governed by the laws of the State of New South Wales without regard to its conflict of law provisions. You and ClickPOS Online agree to submit to the personal and exclusive jurisdiction of the courts located within the State of New South Wales. The failure of ClickPOS Online to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

There is no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between ClickPOS Online and any user of the Service. Any notice to you or to us shall be made by either email or regular mail. We may also give notice of changes to these terms and conditions or other matters related to ClickPOS Online. You agree not to resell or assign your rights or obligations under these terms and conditions. You also agree not to make any unauthorised commercial use of the Service.

The section titles in the TOS are for convenience only and have no legal or contractual effect.


VIOLATIONS

Please report any violations of the terms of service to our ClickPOS head office via email info@clickpos.com .

    

SERVICE LEVEL AGREEMENT

List below provides information on support hours and contact details. Support structure includes Customer liaison officer, and application support team.
During normal business hours, all staff is available to assist. During after-hours all support is via email or nominated telephone number who will assist in emergency calls only. 

The table below provide an indication of our standard service levels and definitions, and the degree to which these are flexible.

Call priority	Definition	Response time	Fault Resolution time
A : Critical	System or service unavailable	Immediate when email/call is received	4 hours resolution : Applies to ClickPOS application failure resolution
B : High	Fault effecting many but not all users, which customer has no available means of circumventing	Immediate when email/call is received	8 hours resolution : Applies to ClickPOS application failure resolution
C : Medium	Fault which does not impact customers business, but which customer has no available means of circumventing	By next business day	3 business days resolution
D : Low	Minimal impact	By next business day	Next scheduled upgrade
E : Low	Cosmetic fault with little or no impact	By next business day	Next scheduled upgrade

 

Contact details. (Most up to date information can be found on our website)

Support hours Monday to Friday  email help@clickpos.com , Telephone +61 3 9092 5300

Afterhours email help@clickpos.com 

Definitions for the Support and maintenance services