BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT.
Scope of Licence
SalesIn (Red Salt Australia Pty Ltd atf Jupe Trust t/a SalesIn ABN: 40 512 672 964) grants to you, the Client and original purchaser, a paid-up, non-exclusive, non-transferable, revocable Licence to use the SalesIn application subject to the terms and conditions of this Licence Agreement for the intended purpose of field sales and data aggregation for use with the SalesIn web application and server. In some instances this may also include use of the SalesIn Integration tools and services to transfer data to and from a disconnected third party application.
This Agreement commences on the date the Client first accepts it and continues until all subscriptions hereunder have expired or have been terminated. The Term will automatically renew for an indefinite period thereafter unless a notice of termination of License has been received by SalesIn by the Client or the same issued by SalesIn to the Client. Either party shall provide at least seven (7) days notice in writing to the other party to be released from the Term. Renewal of this Agreement is subject to the consent of SalesIn, whose consent shall not be unreasonably withheld and is deemed to be provided unless written notification has been provided to the Client. Notwithstanding the foregoing, SalesIn will require all fees and ongoing monthly charges associated with the Term to be fully paid up by the Client as a condition of its consent to the License Agreement. If you fail to comply with these terms and conditions, the License will terminate and no further use of the SalesIn application will be permitted. Termination of this license will be in addition to and not in lieu of any other remedies available to SalesIn.
Without limiting the generality of any other clause, SalesIn may terminate this Agreement immediately by notice in writing if the Client is in breach of any term of this Agreement and such breach is not remedied within seven (7) days of notification. Upon Termination the Client loses custody of and the right to use the SalesIn application. If notice is given to the Client to terminate the License Agreement, SalesIn may, in addition to terminating the Agreement repossess any of its property in the possession, custody or control of the Client; retain any moneys paid; charge a reasonable sum for work performed in respect of which work no sum has been previously charged; be regarded as discharged from any further obligations under this Agreement; and pursue any additional or alternative remedies provided by law. Upon termination of this Agreement prior to the completion of the minimum term (other than for breach by SalesIn), without limiting SalesIn’s other rights and remedies, the Client must immediately pay SalesIn the balance of any fees and charges payable for the whole of the Minimum Term.
Payment of Fees and Charges
The Client must pay any and all Fees and Charges by their due date of payment including any monthly fees which are payable in advance. Unless otherwise specified, payment is to be met by Credit Card Payment, in accordance with our Pricing Policy. Any Customisation fees are payable as per the terms specified in their corresponding proposal. At its discretion SalesIn may charge a late payment fee of 15% per annum calculated on a monthly pro-rata basis for every month or part thereof any payment is late. SalesIn reserves the right to terminate services without notice upon any late payment of any fees due and any termination of services will not invalidate the total fees due under the term of this contract. Where services are reactivated in due course, SalesIn reserves the right to charge a reactivation fee.
For the period of the Minimum Term, monthly service fees shall remain firm. Thereafter these fees are free to reasonably vary at the discretion of SalesIn. The Client will be advised with at least 14 days written notice of applicable changes to fee structures.
SalesIn has agreements with other parties including suppliers of services, which may be amended from time to time with such amendments impacting on this Agreement. SalesIn may unilaterally vary this Agreement to the extent necessary for it to comply with any variation or amendment to agreements with external parties but other than that, any amendment or modification to this Agreement shall not be effective unless in writing signed by both Parties.
The Client must undertake such due diligence as required to familiarise and satisfy itself with the application’s performance. The SalesIn application is Licensed as is, and the client assumes the entire risk as to its quality and performance. Furthermore the Client must assure the data integrity of the SalesIn application by verifying the results obtained by its use. No claims regarding its performance, functionality, data integrity or limit of features will be levied at SalesIn concerning but not limited to use of the device application, web server and third party connectivity components. Requests for product improvements or modifications will be regarded as customisations. In order to assure security to the SalesIn system, the Client must keep any user names and passwords provided by SalesIn secure and confidential and immediately notify SalesIn of any breach of this obligation. The Client must not attempt to modify, alter, copy, reproduce, reverse engineer, decompile or re-engineer the whole or any part of the SalesIn application, including but not limited to its various software components, except for the express purpose of archiving data.
The Client may request enhancements or modifications to the SalesIn application to complement its performance. At its discretion SalesIn may undertake such customisations for fee and use reasonable endeavours to customise the SalesIn application in the manner specified by the Client. The Client must pay SalesIn for such customisations at the consultancy rates specified in any Proposal or supporting documentation. If within thirty (30) days after the handover of the prescribed customisations or subsequent iterations of the customisations, the Client has not given notice to SalesIn specifying errors or omissions in the operation of customisations offered, then SalesIn is deemed to have installed the customisations in accordance with any agreement, proposal or document specifying Client requirements, any no further modifications to the customisations will be implemented.
Continuation of Service
The Client acknowledges that there may be interruptions or errors to the services caused by a variety of factors such as hardware or software failure or unavailability of communication links due to the failure of an external party to supply goods and services to SalesIn or to the Client. SalesIn is not liable for any loss or damage of any nature arising from any interruption in the supply of the services and SalesIn’s sole obligation is to reconnect the services as quickly as practicably possible and any interruption of service as described here does not constitute a breach of this Agreement.
SalesIn must use reasonable endeavours to maintain the SalesIn application and provide paid up services as described in its proposals. Such measures include the provision of reasonable security and virus protection, use of database utilities to optimise database performance and implementation of appropriate software upgrades where required. SalesIn shall perform such services as it considers reasonable to ensure the SalesIn application remains in conformity with its operating specifications as per its design documentation. SalesIn will provide services at its discretion including programming or re-configuration to maintain the operating parameters of the SalesIn application. At its discretion SalesIn will communicate maintenance outcomes to its Clients via email or telephone communications. SalesIn may from time to time call for periods of scheduled downtime required for equipment maintenance, operational maintenance, upgrades, server updates and other unavoidable outages. SalesIn must use reasonable endeavours to provide prior notice to the Client of the downtime and to minimise the maintenance period and the Client acknowledges that SalesIn may not have the opportunity to provide prior notice of downtime in all circumstances especially where downtime is not under the direct control of SalesIn. SalesIn has no liability to Clients arising from any period of downtime.
SalesIn will provide appropriate user training to the Client either in person, by telephone, Internet, published documents, remote connection or soft copies of training documents specified in SalesIn’s proposals. Training will be restricted to the time allotment detailed in the SalesIn proposal. Any Client request for training beyond the proposal’s time allotment must be met through additional paid up training.
SalesIn shall provide support services between 0800 hours and 1700 hours (Australian Eastern Standard Time or Eastern Standard Daylight Savings Time) on days other than Saturday, Sunday or any gazetted Victorian Public Holiday. The Client may request support via phone call or email. Support must relate to technical issues encountered through use of the application, rather than training requests which are administered and charged through training provision. SalesIn reserves the right to differentiate between training provision and technical support issues and will advise the Client of instances where training provision applies. Support is administered to a Client at one support incident at a time. The Client, where possible, shall give SalesIn a documented example of the defect or error demonstrating SalesIn is not performing within its operating specifications. Support personnel will then attempt to explain the observed behaviour as it pertains to the SalesIn workflow or consider modifications to the SalesIn application to ‘repair’ the observed behaviour. Unless authorised or specified by SalesIn, the support service will not cover correction of minor errors or defects that do not significantly impinge on the performance of the SalesIn application.
Proprietary Software and Intellectual Property
SalesIn uses proprietary software and other know-how to provide the services and the Client acknowledges all rights in relation to that software and that know-how, pre-existing intellectual property and intellectual property that may arise in the course of provision of the services or customisation of the system, remain with SalesIn or those with whom SalesIn has commercial (including licensing) arrangements. The Client must not make any use of that software or know-how or other intellectual property, other than is necessary for accessing the system and using the services and in particular is not entitled to copy, reproduce, or modify any such software or other know-how or intellectual property.
Confidentiality of Information
Neither SalesIn nor the Client shall, without the prior written approval of the other party, disclose any confidential information. Each party will take all reasonable steps to ensure that its employees and agents, and any sub-contractors engaged for the purposes of this Agreement, do not make public or disclose the other party’s confidential information and this clause shall survive the termination of this Agreement. However either party shall not be in breach in circumstances where it is legally compelled to disclose other party’s confidential information, including solicitors, auditors, insurers and accountants. SalesIn must use reasonable endeavours to keep confidential any information in its possession or control and take reasonable steps to protect it against unauthorised duplication, access or security breaches and that the Client acknowledges that SalesIn does not warrant that any data or information will be protected against unauthorised duplication, access or security breaches by unauthorised access to the System (including hacking attack, virus or other malicious or harmful code).
The Client indemnifies and keeps indemnified and holds harmless SalesIn, its servants, agents and contractors from and against any loss, claims or damages that may be made against them or sustained by them as a result of any breach of this Agreement and obligations by the Client. Except in relation to liability for personal injury (including sickness and death), SalesIn shall be under no liability to the Client in respect of any loss or damage (including consequential loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of goods or services supplied by SalesIn or in respect of any failure or omission on the part of SalesIn to comply with its obligations. The Client warrants that it has not relied on any representation made by SalesIn which has not been stated expressly in this Agreement, or upon any descriptions, illustrations or specifications contained in any document including catalogues, proposals or publicity material produced by SalesIn, and that the Client has been provided with an opportunity to independently verify the accuracy of any documents provided and in doing so shall at all times indemnify and hold harmless SalesIn and its officers, employees and agents from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of those indemnified arising from any proceedings against those indemnified where such loss or liability was caused by a breach by the Client of its obligations under this Agreement or any wilful, unlawful or negligent act or omission of the Client.
These Terms and Conditions are subject to variation from time to time and the Client acknowledges and accepts variations to the Terms and Conditions originally agreed to.