Terms and Conditions
This Agreement (“Agreement”), between the User, the person who has agreed on a quote from the Company (“Customer”) and Unicornis Pty Ltd with a business name as Aussies Business Apps, a company duly incorporated in AUSTRALIA (“Company”), governs the terms of the agreed quote and use of the Aussies Business Apps Platform and the Apps. As such terms may be amended from time to time by the Company by giving a notice of 30 days to the Customer. If Customer does not agree to the new terms, they MUST stop using the App and the Aussies Business Apps platform immediately.
1. Definitions:
1.1 “Aussies Business Apps Platform” means the following
- The complete technology platform designed, developed, configured, managed and maintained by the Company. It includes but not limited to;
- All technical and functional designs, concepts, methodologies, algorithms, software, databases, and hardware
- All support and maintenance processes and procedures
- All marketing and sales material both print and digital
1.2 “App” or “Branded App” means Any app published on the App Stores by the Company using the Customer’s brand name, logo, style, and color theme.
1.3 “App Stores” means the App Store from Apple Inc for iOS devices and Play store from Google Inc. for Android devices
2. Branded App Quote Inclusions
2.1 Fixed Amount Inclusions
2.1.1 Two branded mobile apps (one for Android and one for iOS device), without any source code, configured to use Aussies Business Apps platform.
2.1.2 Desktop portal, without any source code, hosted and configured to use Aussies Business Apps platform.
For the avoidance of doubt, two branded apps and desktop portal, configured as per fixed amount, will only work with Aussies Business Apps platform and can’t be re-configured to use another similar platform. So, in case the Customer terminates the Quote at anytime for whatever reason, or stops paying the ongoing amount, their branded apps and desktop portal will be un-usable and can’t be re-configured or re-engineered by any 3rd party company or platform service provider or themselves.
2.2 Ongoing Amount Inclusions
2.2.1 Access to Aussies Business Apps platform via the two branded mobile apps and the desktop portal which are provided as per the fixed amount.
2.2.2 Hosting of the desktop portal which is provided as per the fixed amount
For the avoidance of doubt, the hosting of two branded mobile apps, and SSL certificate for desktop portal, and any changes, updates, enhancements to apps and desktop portal are not included in the ongoing amount. They will be charged separately.
2.3 Special Note
2.3.1 Quote does not include any design, document, hardware, software, network, phone, laptop, and source codes whatsoever.
3. Platform Usage, Platform Access and Technical Support
3.1 Usage, access and technical support for the Branded Apps are available only for the period that is allowed as per the ongoing amount paid by the Customer. For example, if the Customer is paying annually and has paid the ongoing amount of $1200 per year for the period of 1st Jan 2018 to 31st Dec 2018, their usage, access and technical support period will be limited to 1st Jan 2018 to 31st Dec 2018. And in another example, if the Customer is paying monthly and has paid $100 for 1st Jan 2019 to 31st Jan 2019, their usage, access and technical support period will be limited to 1st Jan 2019 to 31st Jan 2019.
3.2 In the event of nonpayment of ongoing fee and/or termination of quoted work, the usage, access and technical support of the Aussies Business Apps Platform and Branded App will stop with immediate effect.
4. Content and Intellectual Property Rights
4.1 All materials made available to the Customer, provided by the Company, either to market and fulfill the service or at the Customer’s request including, but not limited to brochure, presentations, company descriptions, contact information, images, designs, configuration, training material, web portal, desktop portal, mobile app, software, databases, and setup instructions (collectively known as the “Company Content”) are protected by copyright pursuant to Australian and international copyright laws, and owned or controlled by the Company.
4.2 The Company solely and exclusively owns the layout, appearance, trademarks, and other intellectual property comprising the entire Aussies Business Apps Platform, technically as well as functionally, either directly or has the rights to use them in fulfilling the Aussies Business Apps Platform and the App functionalities.
4.3 For the avoidance of doubts, the Customer may upload their content on the Aussies Business Apps Platform and the Apps, including marketing video, images, presentations, training video, presentations, audio, documentations, checklists etc (“Customer Content”) to use certain functionality available in the App. In any such case, the Company is not responsible for the quality, mistakes, any infringements, or issues of the Customer Content. The Customer agrees that they are fully responsible for the Customer Content and have the necessary rights to use it as required by the Australian and International Copyright Laws.
4.4 For the avoidance of doubts, the Customer owns the copyright of their Branded App name and all of its Customer Content such as training video, checklists, presentations.
5. Company Ownership.
5.1 The Company owns the entire Aussies Business Apps Platform including but not limited to the backend servers, software code, designs, flow charts, technology usage patterns, master data, setup data, configuration files etc. which are providing the functionality and enabling the use of the Branded Apps.
5.2 For the avoidance of doubt, the Customer does not own any source code of the Aussies Business Apps platform, and the Branded App.
6. Customer Ownership.
6.1 The Customer owns their published Branded App as per quote and it does not include any source code.
6.2 The Customer owns the master and transaction data created by them during the App setup and usage
6.3 The Customer owns the Customer Content create by them
6.4 For the avoidance of doubt, as explained during the quote process, customer is getting the Branded App and web access which does not include any source code.
6.5 For the avoidance of doubt, in case the Customer stops paying the ongoing fees as per the quote, they will cease the right to use the Aussies Business Apps Platform. In such an event, this agreement will be considered as terminated and the Company will remove customer’s access to Aussies Business Apps platform. Upon request the Company will also provide the Customer Content to the Customer in an electronic form possible and suitable to the Company. Customer will also have an option to transfer the published Branded App to their own Apple and Google app stores.
7. Customer Responsibilities. The Customer agrees not to
7.1 Use the Aussies Business Apps Platform for more than their entitlement as per the quote;
7.2 Attempt to test, scan, probe or hack the vulnerability of the Aussies Business Apps Platform, the App, or any software, service, or network used by it or to breach security, encryption or other authentication measures;
7.3 Reverse engineer, decompile or disassemble any portion of the Aussies Business Apps Platform and the App.
7.4 Use the Company Content for other than the Customer’s internal business purposes;
7.5 Modify, reproduce, publish, create derivative works from licensing, transfer, barter or resell the Aussies Business Apps Platform in whole or in part;
7.6 Infringe the copyright of any 3rdparty while uploading or creating the Customer Content.
8. Termination and Modification.
8.1 Either party may cancel the agreement by giving a written notice of 30 days to the other party
8.2 The Company may immediately terminate this Agreement without further obligation ONLY if:
8.2.1 The Customer has not paid the quoted amount and / or ongoing fees.
8.2.2 The Customer is involved in insolvency, receivership, bankruptcy proceedings, or makes an assignment for the benefit of creditors.
8.2.3 The Customer or any person using the App and the Aussies Business Apps Platform through the Customer’s account has violated the provisions of Sections 4 or 5 or 6 or 7.
8.3 In addition to any other damages it may be entitled to under law, should the Customer or their business associates using the App and the Aussies Business Apps Platform through the Customer’s account knowingly breach any material term of this Agreement, the Company shall have a right to injunctive relief and its attorneys’ fees and court costs required to address the breach. The total liability for such event is limited to 100% of the contract value.
8.4 Upon termination or expiration of this Agreement, the Customer shall have no further right to access or use the App and the Aussies Business Apps Platform in any manner and vice versa the Company has no right to use the Customer Content or Branded App.
8.5 The provisions of Sections 4, 5, 6 and 7 shall survive termination or expiration of this Agreement.
8.6 All Paid fees are non-refundable, and all due fees are payable by the Customer in all cases in accordance with the terms of this agreement.
9. Disclaimers and Limitations
The Customer assumes all responsibility and risk for the Customer’s use of the Aussies Business Apps Platform and the App. The Customer data transmitted via the Aussies Business Apps Platform and the App will be transmitted outside the Customer’s system and, to that extent, the Company shall not be responsible for the privacy, security, or integrity of such data. The Company expressly disclaims any warranties of title, merchantability, fitness for a particular purpose, and non-infringement of third-party rights. The Company and its Content providers shall have no legal liability or responsibility for the accuracy or completeness of any information used or disclosed on the Aussies Business Apps Platform and the App, including information that pertains to an individual’s geographic location, and the Customer acknowledges that such information could pertain to individuals in jurisdictions regarding which it expressed no interest. The Customer is using the Platform’s functionality after full understanding and thorough testing. In no event shall the Company be liable for any indirect, punitive, incidental, special or consequential damages arising out of or in any way connected with the Customer’s use of the Aussies Business Apps Platform and the App.
9.1 Entire Agreement. This Agreement represents the entire binding agreement between the Customer and the Company, and each party’s respective successors and assigns, and supersedes any and all prior understandings, statements or representations, whether electronic, oral or written, regarding the Aussies Business Apps Platform and the App.
9.2 This Agreement shall be governed by the applicable laws of New South Wales, Australia, without regard to its conflict of laws rules
9.3 Assignment and Waiver. Neither party may assign any part of this Agreement without the prior written consent of the other party, except that no prior consent shall be necessary by the Company for an assignment in the context of a merger, acquisition or like event to the successor in interest to a party’s assets.
9.4 Limitation of Liability. The Customer and the Company understand and agree that, in no event the liability of either party will increase more than the contracted amount.
9.5 Force Majeure. If the performance of this Agreement or any obligations (other than payment obligations) hereunder is prevented or interfered with by any act or condition beyond the reasonable control of a party hereto, that party upon giving a prompt written notice to the other party shall be excused from such performance during such occurrence. For the avoidance of the doubt, Customer is not required to pay the future fees for usage of the Branded App and Aussies Business Apps platform.
9.6 Interest and Further Costs. The Customer shall pay the Company the lesser of one and one-half percent (1.5%) interest per month and the maximum legal interest rate permitted under applicable law, on the outstanding balance of any money, owed to the Company, not paid when due (as per payment terms). The Customer shall be responsible for all costs incurred by the Company in order to recover payment of the Customer’s account, including all collection and legal costs.
9.7 Notices and Other Communications. An email as per below mentioned information will be enough to serve the notices required to be given by either party as part of this agreement.
- The Customer’s Email–Any one of the emails used by the Customer to send any information / confirmation to the Company
- The Company’s Email – info@aussiesbusinessapps.com.au
9.8 Server Availability. The Aussies Business Apps platform will be available 24/7 all days except routine maintenance periods, breakdown periods and any other technical fault or infrastructure availability issue period.
9.9 There is no signing required on this agreement from either party. This agreement is automatically considered as valid, signed and agreed, upon payment of the initial amount as per the quote or invoice.
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