Terms & Conditions for SpaOne WebConnect

1. Definitions

“You” and “your” means the client on the Application Form.

“We”,“us” and “our” means SpaOne Pty Ltd ABN43123015 878.

“SpaOne License Fee” means the amount paid by you in advance

for the SpaOne License for the period of time specified on the

Application Form or such other period of time as we may require

from time to time.

“SpaOne” means the online services accessed via our website by

you and any add on components, amendments and upgrades.

“SpaOne License” means the non-exclusive license granted by us

to you to access and use SpaOne and the Support that we provide

to users of SpaOne.

“Support” means telephone support for the use of SpaOne only

during our hours of operation as notified by us from time to time and

access to the support tools on our website (if any). Support does

not include entering your data, or issues with your software or

hardware, it is limited to SpaOne software issues.

“Application Form” means the Application form on the rear of these

terms and conditions (if hardcopy) and otherwise the Application

form completed by you for a SpaOne License.

2. Licensing

We grant you the SpaOne License in exchange for the SpaOne

License Fee. The term of the license is the earlier of: the period of

time that you have paid the SpaOne License Fee for and the

revocation of the license by us. We may revoke the SpaOne

License without providing any reason upon giving you 14 days

notice. If we revoke your license the unused portion of the License

Fee will be refunded to you.

The SpaOne License will be suspended immediately upon expiry of

the period of time that you have paid the SpaOne License Fee for.

Upon the suspension of the SpaOne License your data will be

stored for a period of one month only and during this period,

provided we have not revoked the SpaOne License and you have

paid the SpaOne License Fee from the date of suspension to the

period of time in advance specified in the Application Form then the

SpaOne License shall be restored, subject always to you complying

with the terms of this agreement and our continuing right to revoke

and suspend it.

3. Invoicing and Payment

Our invoices are sent by email to your email address as disclosed

on the Application Form or such other email address as you specify

and are payable within the period specified on the invoice. The

SpaOne License Fees are payable by recurring credit card debits or

as required by us from time to time and may include direct debit.

Your credit card details will be provided to a third party who will

debit your card and remit the payment to us. You authorise us to

provide your credit card details to such third party/s. You are

responsible for all fees incurred making the payments and all fees

incurred by us or such third party/s if your payment defaults or is

otherwise not successful. You agree to pay the SpaOne License

Fee for the term set out on the Application Form.

4. Electronic Contracting

You agree that you will be bound by all agreements and/or

transactions agreed to by you electronically. Your agreement and

intent to be bound by electronic submissions applies, without

limitation to all amendments to the terms of the SpaOne License,

terms of payment, period of payments, receipt of notices issued by

us and all other dealings between you and us.

5. User name & password

We will issue you an identification number a password and a

username. You agree not to disclose these to anyone and accept

sole responsibility for any use of the SpaOne License accessed

using your username and password.

6. Hardware/software

You are solely responsible to ensure that your hardware and

software are adequate to use SpaOne. We do not accept any

responsibility for defects, data corruptions, software failures or

performance degradation caused by viruses or other software or

components on your hardware that may interfere with the services

provided by us.

7. Support

We only provide Support to you for the period of the SpaOne License.

Support ends immediately upon suspension or revocation of the

SpaOne License. The type of Support and the hours it is

provided are as advised on our website and may change from time to

time. We may not provide both online and telephone Support.

8. No Legal Accounting or Book Keeping Advice Given

You particularly acknowledge that we do not provide, legal,

accounting or bookkeeping advice and you should seek such advice

from your professional advisers. Any accounting or legal information

that may be provided may not be up to date and is provided as a

management tool only and on the basis that you will rely on your own

knowledge and enquiries to your own accountant or lawyer or other

professional as the case may be.

9. Fitness for Purpose

We do not guarantee or warrant the fitness of the system for any

purpose other than the particular purpose for which it is supplied.

10. Confidentiality and Privacy of Your Information

It may from time to time be necessary for us to receive or view your

information for the purpose of providing data conversion or Support

under this Agreement. We undertake to exercise the utmost good

faith in maintaining all such information as confidential and will also

comply with the requirements of the Privacy Act 1998 (C’Wlth) to the

extent that the Act applies to any such information and will only use

that information for the purpose of this agreement. You authorise us

to provide your information including credit card details to third party/s

as required to effect payment of your SpaOne License Fee/s

11. Force Majeure and Delay Beyond SpaOne’s Control

We will not be responsible for delays or failure to perform resulting

from acts beyond its control including but not limited to Acts of God,

strikes, walk-outs, riots, acts of war, epidemics, earthquakes, other

disasters and failure of suppliers to perform including without

limitation telecommunication breakdowns, failure of firewall and virus

protection software and hardware, failure of back up systems or

interruptions and power failures.

12. Terms and Conditions

These terms and conditions are subject to change. The current

version is published on our website.

13. Entire Agreement

This Agreement constitutes the entire agreement and understanding

between us and you and supercedes all other negotiations,

agreements or understandings whether written or oral relating to the

SpaOne License. This agreement is governed by the laws of

Queensland, Australia and the parties submit to the jurisdiction of the

Brisbane Courts and all courts of appeal from these courts.

14. Exclusion of liability

All implied terms are hereby excluded to the full extent permitted by

Law.

To the fullest extent permitted by law and in circumstances where we

have not effectively excluded liability to you under or in connection

with this agreement, the maximum limit of our liability to you, whether

in contract, tort, negligence, breach of statutory duty or otherwise

shall not exceed the sum being three months worth of the SpaOne

License Fee paid by you.

To the fullest extent permitted by law, neither party shall be liable to

the other party in contract, tort, negligence, breach of statutory duty

or otherwise for any loss, damage, cost or expenses of any nature

whatsoever, incurred or suffered by the other party of an indirect or

consequential nature, including without limitation, any economic loss

or other loss of turnover, profits, liquidated damages, business or

goodwill.

15. General

Headings are for convenience only and do not effect the

interpretation of this agreement. The parties acknowledge and agree

that this agreement should not be construed strictly against either

party. Notices may be served by email to the last provided email

address of that party or by post to the address recorded on the

Application Form for the parties or the last address notified in writing

to the other. Where any clause or part of a clause is void, illegal or

unenforceable, it may be severed in whole or in part without affecting

the enforceability of the other provision of this Agreement.