SLIKR PTY LTD
SOFTWARE LICENCE TERMS AND CONDITIONS (Updated 7th July 2017)
WARNING: READ THIS SOFTWARE LICENCE CAREFULLY. YOUR USE OF THIS SOFTWARE IS CONDITIONAL ON YOU AGREEING TO THE TERMS SET OUT BELOW. BY INSTALLING, DOWNLOADING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU ACCEPT AND AGREE TO BE BOUND BY THE FOLLOWING TERMS. ACCEPTANCE LEGALLY BINDS YOU AND ALL OF YOUR EMPLOYEES TO THE TERMS OF THE LICENCE. IF YOU DO NOT ACCEPT THESE TERMS THEN DO NOT INSTALL, DOWNLOAD, COPY OR USE THE SOFTWARE.
1. Definitions and Interpretation
1.1 Definitions In this Agreement:
(1) “Confidential Information” means, without limitation, the Intellectual Property, any information, whether technical or otherwise, trade secrets, advice, training programs, techniques, data, formula and other proprietary information and know‑how, records, concepts, ideas, systems, designs, plans, drawings, specifications, visual representations, and any other methods and processes (and copies and extracts made of or from that information or data) concerning the Software, which is not in the public domain except by the failure of a party to perform and observe its Obligations under this Agreement;
(2) “Documentation” means the operating manuals, training manuals and associated documentation including users’ manuals, flow charts, drawings and software listings whether in electronic or hard copy form provided to You in relation to use of the Software;
(3) “GST” means goods and services taxes, consumption taxes or value added taxes that apply at present or in the future in Australia, whether imposed by the Commonwealth or a State or Territory of Australia.
(4) “Intellectual Property” means all intellectual property rights in relation to the Software, including (without limitation) any:
- trade marks;
- Confidential Information; or
- licence or other right or future right to use or to grant the use of any of the above or to be the registered proprietor or user of any of them;
(5) “Licensed User” means an authorised user of the Software and Documentation;
(6) “Maintenance Services” means delivery (but not installation) of any bug fixes, updated versions and enhancements (if any) of the Software and the Documentation as made available by SLIKR to Licensed Users generally from time to time;
(7) “Notice” means a written notice, consent, approval, direction, order or other communication;
(8) “Notice Address” means in respect of a party, the address specified in this Agreement or the address last notified;
(9) “SLIKR ” means SLIKR Pty Ltd (ACN 610210118);
(10) “Schedule” means the schedule attached to this Agreement.
(11) “Software” means the specific version of the computer software program including the Documentation, licensed by SLIKR to You under this Agreement as specified in the Schedule and, unless otherwise notified by SLIKR, includes any updates, new releases, enhancements or improvements provided to You; and
(12) “Fees” means the booking or subscription fees payable as specified relating to use of the Software;
(13) “You” includes the original purchaser or licensee of the Software as specified in the Schedule.
(14) “Stripe” means Stripe Stripe, Inc. 185 Berry Street, Suite 550 San Francisco, CA 94107 (www.stripe.com)
2.1 SLIKR is the exclusive owner of the Software and, subject to payment of the Fees and Your compliance with all terms and conditions of this Agreement, SLIKR grants You a single non-exclusive, non-transferable licence to use the Software and the related Documentation during the Term.
2.2 SLIKR grants to You the licence under this Agreement solely for use within your organisation for the purpose of business management for which the Software is designed and You agree to use the Software solely for such purpose.
2.3 You must not provide the Software to any third party without prior written consent from SLIKR.
3. Maintenance Services
3.1 SLIKR may provide You with updates and new releases solely at our discretion.
4. Your Obligations
4.1 You must:
(1) subject to the terms of this Agreement, not:
(a) copy, reproduce, translate, adapt, vary or modify the Software without the written consent of SLIKR ;
(b) decompile, disassemble, reverse engineer, create other products based on the product, merge the product or parts thereof or otherwise attempt to derive the source code of the Software (except to the extent that applicable laws prohibit that restriction); or
(c) remove any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or Documentation; and
(2) supervise and control the use of the Software and ensure that You and Your employees, subcontractors or agents who have authorised access to the Software are made aware of the terms of this Agreement.
4.1 Collection of fees: In some instance you will collect fees on behalf of SLIKR. You will pay the total due fees within the agreed timeframes.
5. Intellectual Property
5.1 You acknowledge that SLIKR retains all title, and Intellectual Property rights in the Software. You must not permit any act which infringes SLIKR ’s rights in the Software.
5.2 You must immediately report to SLIKR any breach, suspected or otherwise, of SLIKR ’s rights in respect of the Software.
6.1 SLIKR has no obligation to provide maintenance or support for the Software and the installation and operation of the Software is at your risk.
6.2 SLIKR will provide such maintenance and support for the Software as it may consider appropriate from time to time.
7.1 This Agreement is effective from the date of Your acceptance of these terms and conditions until termination in accordance with the Agreement (“Term”).
7.2 You may terminate this Agreement at any time by giving Notice to SLIKR or de-activating your account.
7.3 This Agreement will terminate immediately and without any further notice if You:
(1) fail to pay the Fees when due; or
(2) fail to comply with any provisions of this Agreement; or
(3) Fail to follow the processes and procedures instructed by SLIKR.
(4) cease to operate Your business for any reason; or
(5) enter into bankruptcy, insolvency or liquidation or any other similar event occurs.
7.4 In the event of termination, You must immediately cease using the Software, destroy all copies of the Software in Your possession.
8. Effect of Termination
8.1 All obligations of confidentiality and restrictions on use, and all other provisions that may reasonably be interpreted to survive the termination of this Agreement, continue to bind You and Your employees after termination.
8.2 You acknowledge that SLIKR will not be obliged to refund any portion of the Fee paid in the event that this Agreement is terminated at any time.
9.1 Notices given under this Agreement must be in writing, signed by You giving the Notice or its authorised representative, and addressed to the Notice Address of the person to whom it is to be given.
9.2 Notices must be either:
(1) delivered by hand;
(2) posted by pre‑paid security or certified mail; or
(3) transmitted by facsimile,
to the Notice Address of the person receiving the Notice.
10.1 You must not deal with this Agreement in any way by assignment, sub-licence or otherwise without the written consent of SLIKR .
10.2 SLIKR will be entitled to assign its rights and obligations under this Agreement without Your consent
11. Confidential Information
11.1 The parties acknowledge that the existence and terms of, and the identity of the parties to, this Agreement are strictly confidential.
11.2 Except as stated in this Agreement, each party must not and must not permit any of its officers, employees, agents, contractors or related bodies corporate to disclose any Confidential Information to any person, other than its professional advisers or as required by law, without the prior written consent of the party to whom the Confidential Information relates.
12.1 You agree to follow all SLIKR branding and guidelines for any links or publications.
12.2 You agree never to post negative, defamatory, or adverse material regarding SLIKR.
12.4 The clauses 11 and 12:
(1) operates for the benefit of all parties; and
(2) continues despite the termination of this Agreement.
SLIKR warrants that:
(1) it is the owner of the Software;
(2) it has the right and authority to licence the Software to You; and
14. Limitations of Liability
14.1 To the extent permitted by law, SLIKR expressly disclaims all warranties of merchantability, fitness for a particular purpose or non-infringement of third parties rights.
14.2 SLIKR makes no warranty that the Software will be error free or will operate without interruption. You indemnify SLIKR against any loss, liabilities or damage that You or any third party may incur directly or indirectly from Your use or instillation of the Software.
14.3 SLIKR is not liable for any indirect or consequential damages arising out of a breach of this Agreement or the supply of defective software. You indemnify SLIKR against all liabilities, costs and expenses arising out of any claim by a third party as a result of Your breach of this Agreement.
14.4 Where the applicable law prohibits the limitation of liability or damages, SLIKR ’s entire liability under any provision of this Agreement will not exceed the aggregate of the Fees You have paid to SLIKR under this Agreement.
15. GST AND LOCAL TAXES
15.1 You must pay GST or LOCAL on any taxable supply made by SLIKR under this Agreement.
15.2 The payment of GST is in addition to any other consideration payable by You for a taxable supply. SLIKR will deliver to You a valid tax invoice for any taxable supply.
16.1 SLIKR may amend the terms of this Agreement (to the extent such variations apply to Licensed Users generally) by posting proposed amendments on the Licensed User website (if any) or notifying You of the proposed amendments. All proposed amendments become binding on You as if they were terms of this Agreement 7 days after notification unless You reject the amendments prior to the expiration of that period. If You reject any proposed amendments, SLIKR may immediately terminate this Agreement.
17.1 Failure or neglect by SLIKR to enforce the terms of this Agreement at any time does not amount to a waiver of SLIKR ’s rights under this Agreement.
18. Governing Law
18.1 The laws of Queensland, Australia govern this Agreement.
18.2 You and SLIKR submit to the non-exclusive jurisdiction of the courts of Queensland and the Commonwealth of Australia.
19. Fees & Charges
19.1 Any fees and charges that usually apply when making payments through your Financial Institution will apply to transactions made via the Software. A fee will be charged on the transaction, we have negotiated fees for all providers, these will be published confidentially and advised to You from time to time.
19.2 Any rejection or dishonouring of a Payment (including but not limited to a Reversal or as a result of some action taken by or on behalf of a Recipient) will incur a fee levied on You that initiated the relevant Payment Request of $AU25.00. You consent to us charging your Eligible Bank Account or Credit Card this Fee in these circumstances.
19.3 If we suffer Loss as a result of a Reversal, we reserve the right to recover those costs against the Registered User, or such other person that we deem appropriate and responsible for the Loss, including by taking action .
20. Processing Payments
20.1 All Payments through the Application or in respect of the Services are undertaken on our behalf by Stripe. In using the Software, the Services or when making any Payment, you warrant that you have read, understood and agree to be bound by Stripe terms and conditions in place at the time, which are available on its website or stripe.com
21. Updating Information
21.1 It is your responsibility to provide correct information in respect of and update where required, your Credit Card Details and details of an Eligible Bank Account within the Software. You are also responsible for ensuring that a transaction is accurate, appropriate and acceptable.
21.2 We will not be liable for any Loss in respect of details that are inaccurate and/or not current, or for any matter
22. Refund Claims & Reversals
22.1 We will refund any Payment and the Fees associated at our sole discretion only if a service is cancelled and Payment is the subject of our error or an error of the Software, such as if we accidentally process a Payment twice or if we credit a Payment inconsistently with your instructions in place at the time of the Payment. Our Fees will be payable when we correct any error referred to in this clause 22.1
22.2 Other than in the circumstances set out in clause 22.1, we will only provide a refund of our Fees if we are unable to provide the Services, such refund to be processed within 48 hours of being requested to do so.
22.3 If you consider that you have a right to claim a refund from us, you may lodge a refund request at email@example.com, providing us with full and frank disclosure of all circumstances in relation to the refund request.
22.4 Where we determine that a refund should be provided (either in whole or in part), we will effect process that refund within 48 hours of making the determination. Any determination is in our sole discretion.
22.5 We are not responsible for the failure of any shop to provide a service or any issue with the service quality or timing. Our Software is a agent for the booking and payment. We make no warranties and have no obligation to refund on behalf of a shop unless 22.1 applies.
22.6 No refunds are offered on subscription, whitelabel app, SMS messages or any other payments authorised under the shop subscription.
22.6 Nothing in these Fees & Transactions Terms affect your rights in respect of making a claim with your Financial Institution for a Reversal.
22.7 We shall consider all Reversals and do such things and take such action as we deem appropriate in our sole discretion