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IMPORTANT NOTE: before you (the purchaser/merchant/user/agent) purchase the SEO Page Generator - please read these terms and conditions carefully as terms and conditions apply to use this web based online software. |
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APPLIES TO These terms and conditions of use are for retailers, merchants, business directors, licensees, licensors, franchisees, franchisors, resellers, contractors, developers and agents, and includes terms and conditions the end user is to abide by. The end user terms and conditions is entirely the purchaser/merchant and/or person or user(s) responsibility to ensure the end user meets the required terms and conditions of use.
PARTIES TO THE AGREEMENT This agreement is between; AND Any third party being the reseller(s), agent(s), franchisee(s), franchisor(s), contractor(s), licensee(s), licensor(s), business director(s) including merchant(s) and any person(s), body(s), business(s), company(s) or any other legal entity that will utilise the Harrisontech Pty Ltd supplied/leased web based online software.
1. INTRODUCTION 1.1: Harrisontech Pty Ltd or its agents are the suppliers of the web based online software being the SEO Page Generator and has the agreed right with the owners and developers to lease and charge for the conduct of the selected services issued by the owners and developers. 1.1.1: this software supplied and offered to you (the purchaser/merchant/user/agent) for use has been developed for and on behalf of Harrisontech Pty Ltd by the technical development team of Harrisontech Pty Ltd and its' associated contracted developers. The web servers which operate this software is supplied are managed by the owners and developers for the entire and/or selected range of web based online software offered by Harrisontech Pty Ltd; and 1.1.2: the use of assorted third party payment integrated methods for taking and receiving payment, plus the use of assorted third party software for integration. At all times the developers and code writers and suppliers of any software is held harmless should any type of issue be evident or arise (the "SPG Software");
2. DURATION 2.1: This agreement shall commence when you (the purchaser/merchant/user/agent) first accept either by a written and signed agreement or when you first access any of the web based online software supplied/leased to you via this agreed terms and conditions page and clicking the I Accept button and will apply from that date and/or shown at a schedule and shall continue until terminated by our mutual agreement or as provided for this agreement. Unless otherwise stated in a separate signed written agreement the agreed period is for a minimum of a twelve (12) month term. Termination/temporary suspension may occur without any notice whatsoever for all services, should a payment not be paid in full by the due date. Recovery action cost will be at your (the purchaser/merchant/user/agent) expense and a re-activation fee also applies at your (the purchaser/merchant/user/agent) expense.
3. LICENCE(S) 3.1: We grant to you (the purchaser/merchant/user/agent) a non-exclusive right to use the licence of the Harrisontech Pty Ltd supplied/leased web based online software to utilise by customer on a single use basis per customer per domain including use of our SPG Software subject strictly to the terms and conditions of this agreement. At no time do you own this supplied/leased web based online software; it is leased to you only on a predetermined period. At no time can you request or access the source code or purchase this supplied/leased web based online software outright. 3.2: Each license purchase is a per domain license and can not be used or re-directed to any other domain other than the domain name the license was purchased under. The only domains we will allow re-direction to is sc1.com.au, sc2.com.au, sc3.com.au, sc4.com.au, cart.com.au unless you purchase multiple domain name licenses.
4. ACCESS TO THE SYSTEM 4.1: During this agreement we will provide you (the purchaser/merchant/user/agent) with access to the selected supplied/leased web based online software upon the acceptance of the terms and conditions of this agreement including any schedules and/or changes made/requested.
5. TITLE 5.1: You (the purchaser/merchant/user/agent) acknowledge that there is no transfer of title or ownership to you of the supplied/leased web based online software and/or the documentation and/or any modifications, updates, or new releases of the supplied/leased web based online software.
6. HANDLING OF DATA 6.1: Harrisontech Pty Ltd and/or the developers of the supplied/leased web based online software may monitor, record and store any data or information transmitted, received or stored by you (the purchaser/merchant/user/agent) using any SPG Software or the supplied/leased web based online software (The Data). 6.2: We will treat the Data as confidential and will not without your prior written consent disclose such confidential information to a third party except as required by law. 6.3: We will use our best endeavours to secure the Data from unauthorised access and will require our employees, business directors, licensees, licensors, franchisees, franchisors, resellers, contractors, developers and agents and who have access to the Data to execute a non-disclosure agreement. 6.4: Our obligation under this clause / shall survive the termination of this agreement. 6.5: Try to ensure all data can be maintained at all times
7. FEES 7.1: You (the purchaser/merchant/user/agent) will pay the licence fee if specified in the schedule (the Licence Fee") and the transaction fees if specified in the schedule (The Transaction Fees") at the time and in the manner specified in the schedule. 7.2: You (the purchaser/merchant/user/agent) will pay an annual Licence fee if specified at the times and in the manner specified in the schedule and/or in any subsequent schedule from us (the Annual Licence Fee). 7.3: You (the purchaser/merchant/user/agent) will pay all fees in advance on time and as per the term agreed, this includes monthly fees as specified in the schedule and can be called Web Hosting, Hosting or Hosting Supply or similar meaning) at the times and manner specified in the schedule and/or in any subsequent schedule or addition from us. 7.4: You (the purchaser/merchant/user/agent) will pay any rate and/or fee increases applied if and when deemed necessary even if an agreement is in place. It is expected rate increases will be aligned to CPI per individual state or country. 7.5: The terminology used within these terms and conditions of: the supplied/leased web based online software such as; License Fee, The Transaction Fees, the Annual License Fee, Rate, Web Hosting, Hosting or Hosting Supply Fee, Increases and/or similar can all be referred to within a schedule or as commonly known as a quotation or quote and/or agreement. It is agreed that should you (the purchaser/merchant/user/agent) use the SEO Page Generator you have accepted the pricing structure as submitted to you either in writing or verbally as a merchant and/or user and you will not be setup and activated until the initial pricing for a minimum of one month has been paid in advance or part thereof in full including all or any other fees applicable. 7.6: We will generally request an automatic deduction form be utilised and set in place before any set up or activation of service as we do not operate accounts as a rule.
8. PAYMENT 8.1: Unless expressly stated in writing by Harrisontech Pty Ltd all fees and charges are inclusive of government taxes and imposts applicable to the supply of goods and services or licence to use the supplied/leased web based online software including without limitation to additional sales taxes, import duty and services tax. If any such taxes or imposts are/or become applicable, an amount equal to them shall be added to the fees and charges under this agreement and shall be payable by you (the purchaser/merchant/user/agent) to Harrisontech Pty Ltd. 8.2: If you (the purchaser/merchant/user/agent) default in any payment to us: 8.2.1: we may without any notice whatsoever suspend or cancel all services and access to the supplied/leased web based online software (whether those services are services under this agreement or any other services provided by us); and 8.2.2: you (the purchaser/merchant/user/agent) will pay all collection costs and the legal fees incurred by us as a result of that default. 8.2.3: suspend the service without any notice that will not be reactivated until payment and reconnection fees are paid in full. 8.3: We may increase the Transaction Fees, Monthly Fees or the Annual Licence Fee or the Agreed Fee(s) at any time if deemed necessary. 8.4: The Transaction Fees are not refundable (whether in whole or in part) to you (the purchaser/merchant/user/agent). 8.5: Additional charges apply for additional services requested by you the client or purchaser or any member of your staff or associated to you (the purchaser/merchant/user/agent). We ask that you pay any new requests in advance when requested unless otherwise agreed to avoid any disruption. 8.5.1: Additional charges will be charged and deducted at the clients request in advance prior to work being performed by the client or purchaser or any member of your staff or associated to you (the purchaser/merchant/user/agent) deemed with authorisation by us. We will deduct regular monthly fees and additional fees for additional work and/or duties performed at the request of the client or purchaser or any member of your staff or associated to you deemed with authorisation by us from their credit card. Clients who have bank direct debit payment request also authorise for the supplied/leased web based online software supplier to take an extra payment when required without any written request and verbal request to perform additional duties is acceptable. We request payment up front before any additional work is started unless otherwise agreed. 8.5.2: If at any point in time you (the purchaser/merchant/user/agent) decide to sell, close or transfer your business the current agreement remains in place until it is paid out to us in full. If your business is sold to a new entity, whether the new entity takes over the operating name or restructures with a new operating name it is your responsibility to ensure they are clear with the agreement you have in place with us and it will transfer automatically to them if you allow. If they default on payment you will be liable for the remainder of the term with us and you accept that you will incur recovery action costs incurred to recover the outstanding amounts as a private individual or existing or new business owner. We request written advice of new ownership or closure of business, plus where necessary a new debit request form is to be completed for payment.
9. WEB SERVERS 9.1: The web server(s) the supplied/leased web based online software is operated from is high quality equipment with current and recommended operating system(s) which is regularly programmed and updated. We will endeavour to ensure the web server(s) are in top condition at all times and maintained to a high industry standard.
10. WARRANTIES AND SUPPORT 10.1: We warrant that: 10.1.1: we have the right to enter into this agreement and to grant to you (the purchaser/merchant/user/agent) the rights herein granted; and 10.1.2: the supplied/leased web based online software including relevant SPG Software will operate in conformity with any other relevant Documentation in all material aspects. 10.2: If at any time during this agreement you (the purchaser/merchant/user/agent) believe there is a defect in the supplied/leased web based online software and the SPG Software you shall notify us. We may refer such matters to other providers at our discretion. 10.3: Except for the warranties in subclause 10.1 and any warranty which can not be excluded by law all other warranties whether express, implied statutory or otherwise relating in any way to this agreement, including, without limitation any warranty that any of the goods or services provided under this agreement are fit for a particular purpose are excluded. 10.4: We shall not be obliged to put in place any substitute or alternative system should there be a failure of or delay in the provision of the supplied/leased web based online software or SPG Software. 10.5: We shall use our best endeavours to achieve 99.9% or higher availability of the supplied/leased web based online software other than outages to which clause 13 and 20 applies. 10.6: You (the purchaser/merchant/user/agent) acknowledge that: 10.6.1: the performance of the supplied/leased web based online software is dependent on a number of factors outside our control, including traffic and data centres and technical difficulties with the Internet, including the performance of the financial payments clearance system and the availability of terminals and telephone lines including malicious scripts and/or SPG Software; 10.6.2: access to the supplied/leased web based online software may not be continuous or uninterrupted; 10.6.3: the supplied/leased web based online software is secure within certain technical boundaries which you (the purchaser/merchant/user/agent) have considered; 10.6.4: the supplied/leased web based online software may not provide you (the purchaser/merchant/user/agent) with a totally secure or confidential means of communication; 10.6.5: payment and payment clearance operates on the terms and conditions of your Financial Institution Agreement and/or another outside third party financial institution; 10.6.6: the Data transmitted or received by you (the purchaser/merchant/user/agent) through the use of the supplied/leased web based online software and SPG Software may not be accurate or virus free; 10.6.7: there may be interruption or failure of the supplied/leased web based online software and SPG Software; 10.6.8: the supplied/leased web based online software and SPG Software may have defects and may operate with interruptions or errors, and you (the purchaser/merchant/user/agent) agree that, without limitation, all liability you or a third party may incur due solely or in part as a result of one or more of these factors is your responsibility. 10.6.9: although we do backup daily, back up files can be corrupted when a failure occurs within web servers, so backup of your own supplied/leased web based online software is strongly suggested as in a worst case scenario although not likely; should by nature or any other reason we and you (the purchaser/merchant/user/agent) experience a total system failure your supplied/leased web based online software will have to be rebuilt; as an example, an online store/shop would mean re-implementing new categories and attaching products as soon as achievable. 10.6.10: should malicious scripts attacks (sending mass spam or data as an example) are directed to any of our web servers for any reason you (the purchaser/merchant/user/agent) consent to the data centre (these are the buildings that store and manage our web servers) to switch off a part or all of the supply of services when they deem necessary as a security measure. The web services will not be re-activated until it is determined that necessary steps have taken place to avoid the sort of attack from happening again. You will also recognise that some data (mainly emails) could be lost should this occur
11. LIABILITY 11.1: Other than for a breach of this agreement we shall not be liable to you (the purchaser/merchant/user/agent) for any loss or damage including without limitation, consequential loss or damage suffered by you whether arising directly or indirectly from the supply of any goods or services under this agreement. 11.2: Where the law implies any term in this agreement, which cannot by law be excluded, then that term is included in this agreement. Our liability for any breach of such an implied term will be limited, at our option, to the following: 11.2.1: in the case of the provision of services to the supplying of those services again, or the reasonable cost of supplying those services again; and 11.2.2: in the case of the provision of goods to the replacement of those goods or the supply of equivalent goods (or the reasonable cost of the same, the repair of those goods or the reasonable cost of repairing those goods). 11.3 Without limiting subclause 11.1 we shall not be liable to you (the purchaser/merchant/user/agent): 11.3.1: for any transaction disputed by any person in any way or manner; 11.3.2: for any claims resulting from fraudulent use of a personal credit card number or a credit card; and/or 11.3.4: any breach of the Financial Institution Agreement. 11.4: In no event will we be liable to you (the purchaser/merchant/user/agent) for any remote, indirect consequential special or incidental damages, including without limitation, damages resulting from loss of data, loss of profits or business interruption or cost of cover, whether based on breach of contract, tort (including negligence), product liability or otherwise. This limitation will apply even if we have been advised of the possibility of such damages. 11.5: Regardless of the form of action our aggregate liability to you (the purchaser/merchant/user/agent) for all claims by you against us arising under this agreement or our performance of this agreement shall not exceed the monthly sum paid to us by you under this agreement.
12. TERMINATION 12.1: Termination will be as per any attached agreement schedule. 12.2: This agreement can be terminated by Harrisontech Pty Ltd or the owners and developers should you (the purchaser/merchant/user/agent) breach any of the clauses stated within this agreement as the clauses are the terms and conditions of use to utilise the use of the supplied/leased web based online software and any SPG Software either supplied or third party supplied. 12.3: If there is no other written and/or signed agreement(s); then acceptance of this agreement applies. 12.4: Early termination will mean you (the purchaser/merchant/user/agent) must pay out the remaining term amount regardless how long you have been in your agreement.
13. FORCE MAJEURE 13.1: Neither party shall be liable for any delay or failure to perform its obligations pursuant to this agreement if such delay is due to fire, flood, meteorological event, strike, industrial action, war, civil disturbance, Act of God or any other event outside the reasonable control of a party which causes the delay or failure by the party in the performance of its obligations under this agreement.
14. SUB-CONTRACTING 14.1: We may in our discretion sub-contract for the performance of this agreement or any part of this agreement. Currently we operate from multiple servers and data centres and sub-contract servers from separate parties. We also use multiple gateway providers for software integration and live transacting with banks. It is possible more development relationships may be developed as we are being approached by numerous providers to integrate to them.
15. ASSIGNMENT 15.1: This agreement shall not be dealt with in any way by you the purchaser/merchant/user/agent (whether by assignment sub-licensing or otherwise) without our prior written consent and the endorsed prior written consent of the owners and developers of the software.
16. ENTIRE AGREEMENT 16.1: This agreement in conjunction with the contract terms and conditions between the company and the client as defined in the agreement schedule constitute the entire agreement between the parties for the subject matter of this agreement.
17. SEVERABILITY 17.1: If any provision of this agreement is held invalid, unenforceable or illegal for any reason, this agreement shall remain otherwise in full force apart from such provision which shall be deemed deleted.
18. GOVERNING LAW 18.1: The owners and developers of the supplied/leased web based online software for this agreement shall be governed in all respects by the laws of Queensland Australia. The parties to irrevocably submit to the non-exclusive jurisdiction of the courts of Queensland Australia. 18.2: Business directors, licensees, licensors, franchisees, franchisors, resellers, contractors, developers and agents have rights to re-sell and re-brand as agreed by the owners and developers of the supplied/leased web based online software from their perspective state of Australia or country throughout the world. Should a ruling be required between the merchant and/or business directors, licensees, licensors, franchisees, franchisors, resellers, contractors, developers and agents; that ruling can be held between those parties within their perspective state and is not to bring into debate the supplied/leased web based online software as the owners and developers are held harmless at all times; but should a ruling be required that involves the supplied/leased web based online software this shall be governed in all respects by the laws of Queensland Australia. All countries outside of Australia will be governed by clause 18.1.
19. GUARANTEE 19.1: For the SEO Page Generator we guarantee the SEO Page Generator can write unlimited 100% search engine friendly pages. We are not a search engine submission or SEO company and do not claim to be, but we are an economical solution with a cost effective tool that works extremely well. 19.3: For all other services; if any operating loss or any monetary loss is sustained over any period, Harrisontech Pty Ltd along with the owners and developers of the supplied/leased web based online software will not refund any loss or losses; 19.4 For all other services; there are no guarantee(ed) terms for all services offered by Harrisontech Pty Ltd along with the owners and developers of the supplied/leased web based online software purchases. 19.5: For all other services; if at any time a Guarantee should be offered this does not extend to the cost of the Harrisontech Pty Ltd along with the owners and developers of the supplied/leased web based online software purchase and will only be for the particular offer between the dates advertised. 19.6: For all other services; there are no Guarantees!
20. UPTIME 20.1: As the supplied/leased web based online software is web based and operates from web servers and data centres, the purchaser or merchant and/or person or user leasing the web based software service(s) needs to be aware and accept things can go wrong from time to time with servers and data centres (these are what allow web services to operate and products to display on the web) and hold Harrisontech Pty Ltd including the owners and developers, including any associated business directors, licensees, licensors, franchisees, franchisors, resellers, contractors, developers and agents and providers of any service harmless at all times should this occur, although the expected uptime is 99.9% or higher there may be times when the purchaser or merchant and/or person or user of the service may not be able to access the supplied/leased web based online software due to a problem or issue outside of their control. 20.2: The supplied/leased web based online software was built and developed with the upmost integrity and good faith and the supplied/leased web based online software has been extensively tested and tried. Should for any reason you (the purchaser/merchant/user/agent) experience a fault where the supplied/leased web based online software may not be functional to a satisfactory standard required; should this extremely rare occasion occur no responsibility or liability will be directed to the owners and developers including business directors, licensees, licensors, franchisees, franchisors, resellers, contractors, developers and agents and providers of any service. 20.3: Security is of the highest priority and has been considered throughout the development of this supplied/leased web based online software and should the supplied/leased web based online software be subject to a malicious attack or attacks by a corrupt third party source; the services for the supplied/leased web based online software may be suspended for a short period of time whilst action is taken to rectify, recover and/or restore the data and/or system files. If in the extreme rare occasion where a malicious attach may take place and the data and/or system files have been damaged or lost then the system will be restored to the most recent backup taken and may mean some current data may be lost and not recoverable. The owners and developers will monitor security requirements and take necessary steps to endeavour to provide a hassle free service. 20.4: Harrisontech Pty Ltd along with the owners and developers, and at times associated business directors, licensees, licensors, franchisees, franchisors, resellers, contractors, developers and agents may perform system upgrade(s) and/or maintenance as deemed necessary when and as required. This may result in a slowing of the service and/or a short suspension of the service whilst the upgrade or maintenance takes place. Upgrades and maintenance does not reflect in the expected uptime of 99.9% as it is classed as an essential service. 20.5: Should you (the purchaser/merchant/user/agent) experience any of the stated/listed issue(s) at clause: 20, 20.1, 20.2, 20.3 and 20.4 you will hold Harrisontech Pty Ltd including the owners and developers including any of its business directors, licensees, licensors, franchisees, franchisors, resellers, contractors, developers and agents harmless at all times and recognise they are not committed to notify you.
21. CONFIDENTIAL INFORMATION 21.1: You (the purchaser/merchant/user/agent) must treat the development and supplied/leased web based online software as confidential information at all times and is to remain confidential and commercially valuable and will not use if for any purpose other than carrying out its duties or obligations under this agreement nor will you disclose any confidential information of the other party to any third person or company without the prior written consent of the owners and developers. 21.2: The merchant and/or business directors, licensees, licensors, franchisees, franchisors, resellers, contractors, developers and agents acknowledges that all confidential information is the property of the Harrisontech Pty Ltd and confidential to it and undertakes to use the supplied/leased web based online software as is intended to; but not take, borrow, show or deliver any part or content or source code from within the supplied/leased web based online software development and undertakes to keep confidential to themselves and will not divulge or disclose any part to any other person or corporation. 21.3: The merchant and/or business directors, licensees, licensors, franchisees, franchisors, resellers, contractors, developers and agents further acknowledges that each customer of the respective merchant and/or business directors, licensees, licensors, franchisees, franchisors, resellers, contractors, developers and agents is and shall remain their customer and is not to be approached unless otherwise agreed.
22. INTELLECTUAL PROPERTY RIGHTS 22.1: The supplied/leased web based online software is and will remain the Intellectual Property of Harrisontech Pty Ltd. This means the supplied/leased web based online software is copyright (including future copyright) and can not be used for any purpose either being part or fully than for the agreement in place, and will include trade marks (registered and unregistered), designs and patents (whether registered or registrable), semiconductor and circuit layout rights, trade, business and company names, trade secrets, or any other proprietary rights, and any rights to registration of those rights, whether created before or after the date of this Agreement, and whether existing in Australia or elsewhere.
ACCEPTANCE NOTE:- If you (the purchaser/merchant/user/agent) ACCEPT these terms and conditions, please use this supplied/leased web based online software for yourself or business you represent as a merchant and/or for business directors, licensees, licensors, franchisees, franchisors, resellers, contractors, developers and agents or third party including the use by end users of the supplied/leased web based online software. Once entered into this system you have undeniably accepted the supplied/leased web based online software terms and conditions including any updates that may be applied.
IF YOU DO NOT AGREE If you (the purchaser/merchant/user/agent) do not agree with any part of this agreement and terms and conditions DO NOT USE or access this software and advice your selling agent of your decision. To use any of the supplied/leased web based online software you must accept all terms and conditions which are non negotiable. |
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