"Access Fee" means the monthly fee (plus any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which We are entitled to change from time to time on notice to You).
“Billing Contact” means the email address nominated by You to which Our tax invoices are to be sent.
“Business Day” means a day on which banks are open for business in Brisbane, Australia.
“Commencement Date” means the date on which You subscribe to the Service by registering your organisation on the Website, or if you have conducted a trial, the day following your trial end date.
"Confidential Information" includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including this Agreement, which information is identified as confidential at the time of its disclosure, or ought reasonably to be considered confidential based on its content, nature or the manner of its disclosure, but excluding information which is, or becomes, publicly available other than through the unauthorised disclosure by a party.
“Customer” means an entity to which You supply goods.
"Data" means all data inputted by You or with Your authority and includes but is not limited to orders emailed from any of your Customers into the Website.
“Force Majeure Event” means any event beyond the control of the relevant party.
"Intellectual Property Rights" means any intellectual property rights, including all patents, trade marks, service marks, copyrights, Moral Rights, rights in a design, trade secrets, domain names, know-how and any other intellectual or industrial property rights of a similar nature, whether registrable or not and whether registered or not and applications for registration or rights to make such an application and industrial rights anywhere in the world.
“Invited User” means any person or entity other than You, that uses the Service with Your authority from time-to-time.
“Moral Rights” means the moral rights as defined in the Copyright Act 1988 (Cth).
“Purchase Order Data” means all data inputted by a Customer or an Invited User into the Website when lodging a purchase order.
"Service" means the online document processing system made available (as may be changed or updated from time to time) via the Website.
“We” means Let Lucy Pty Ltd ACN 618 556 620 “Our” and “Us” have a corresponding meaning.
"Website" means the Internet site at the domain letlucy.com or any other site operated by Us.
"You" means the subscriber who registers to use the Service, and where the context permits, includes any entity on whose behalf that subscriber registers to use the Service. "Your" has a corresponding meaning.
2.1 In this Agreement unless the contrary intention appears:
(a) Words importing the singular number include the plural and vice versa and words denoting a given gender include all other genders;
(b) Any monetary amount shall be a reference to the currency of the Commonwealth of Australia;
(c) Headings and underlining are for convenience only and do not affect interpretation;
(d) If any day appointed or specified by this Agreement for the payment of any money, or the doing of any thing, falls on a day which is not a Business Day, the day so appointed or specified shall be deemed to be the next Business Day; and
(e) Reference to any legislation includes any statutory modification or re-enactment or substitution.
3. Use of Software
3.1 We grant You the non-exclusive and non-transferable right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type as limited by and subject to this Agreement, or any other applicable laws. You acknowledge that:-
(a) You determine who is an Invited User and what level of access to the Service that Invited User is entitled to have;
(b) You are responsible for all Invited Users’ use of the Service;
(c) You control each Invited User’s level of access to the Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall instead be entitled to have that different level of access, as the case may be;
(d) if there is any dispute between You and an Invited User regarding access to Data or the Service, You shall decide what access or level of access to the relevant Data or Service that Invited User shall be entitled to have, if any.
4. Your Obligations
4.1 Payment Obligations
4.1.1 An invoice for the Access Fee will be issued each month starting from one month after the Commencement Date. All invoices will include the Access Fee for the previous period of one month of use, plus any additional usage fees for the previous month’s usage not covered by the Access Fee. We will continue invoicing You monthly until this Agreement is terminated in accordance with clause 9.
4.1.2 All invoices will be sent to You at the Billing Contact. We will, unless otherwise agreed between Us, debit Your credit card, details of which must be provided at the time of inserting your Billing Contact on the Website. If for any reason Your credit card is unable to be debited for any amount of the tax invoice We will notify You and You must pay or arrange payment of all amounts specified in any tax invoice within 10 days of the tax invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fee.
4.2 Preferential Pricing or Discounts
4.2.1 You may from time to time be offered preferential pricing or discounts for the Access Fees. Eligibility for such preferential pricing or discounts is solely at Our discretion and will be based on Your level use of the Service. Without prejudice to any other rights that We may have under these Terms or at law, We reserve the right to render invoices for the full (non-discounted) Access Fees due, and to suspend or terminate the use of the Service by You or an Invited User in the event that any invoices for those Access Fees are not paid in full by the due date for payment.
4.3 General Obligations
4.3.1 You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice or conditions posted by Us on the Website. You may not use the Service and Website on behalf of others except insofar as such use relates to an Invited User or a Customer.
4.4 Access Conditions
4.4.1 You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Us of any unauthorised use of Your usernames or passwords (or any other breach of security) and We will reset them and You must take all other actions that We reasonably deem necessary to maintain or enhance the security of Our computing systems and networks and Your access to the Services.
4.4.2 As a condition of these Terms, when accessing and using the Services, You must:
(a) not attempt to undermine the security or integrity of Our computing systems;
(b) not use, or misuse, the Service in any way which may impair the functionality of the Service or the Website, or other systems used to deliver the Service or impair the ability of any other user to use the Service or the Website;
(c) not transmit, or input into the Website, any Data or material which may damage any computing device or software, that has content which may be offensive or which is in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
(d) not attempt to modify, copy, or reproduce any part of the Service or Website.
4.5 Usage Limitations
4.5.1 Use of the Service may be subject to usage conditions, including, pricing plan limitations which will enable You to undertake a specified number of transactions for a prescribed Access Fee and for all transactions outside the scope of the plan to be made available to You at a cost calculated at a different level. Any limitations which will apply to the Service will be notified to You on the Website.
4.6 Communication Conditions
4.6.1 As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, or in contravention of any of the conditions referred to in Clause 4.4.2 of this.
4.6.2 When You make any communication on the Website, You represent that You are permitted to make such communication. We are under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Service. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, We reserve the right to remove any communication at any time in its sole discretion.
5. Confidentiality and Privacy
5.1.1 Unless a party has the prior written consent of the other or unless required to do so by law:
(a) Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any entity, or use it for its own benefit, other than as contemplated by these Terms.
(b) Each party's obligations under this clause will survive termination of these Terms.
(c) The provisions of clauses 5.1(a) and 5.1(b) shall not apply to any information which:
(i) is or becomes public knowledge other than by a breach of this clause;
(ii) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or
(iii) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party.
6. Intellectual Property
6.1.1 Title to, and all Intellectual Property Rights in the Service, the Website and any documentation relating to the Service remain Our property (or Our licensor’s).
6.2.1 Copyright in the Website (including text, data, graphics, logos, icons, sound recordings, and software) is owned or licenced by Us. Other than for the purposes of and subject to the conditions prescribed under, the Copyright Act 1968 (Cth) and except as expressly authorised by these Terms You may not, without Our written permission, in any form or by any means:-
(a) adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of the Website, including the information displayed on the Website; or
(b) commercialise any information, products or services offered from any part of the Website.
6.3.1 Except where otherwise specified, any word or device to which is attached the ® symbol is a registered trademark or a common law trade mark, as the case may be and any word or device to which is attached the TM symbol is a word or device used by Us and is subject to a trademark irrespective or whether it is registered or not.
6.3.2 You must not use any trade mark which is owned or used by Us without Our prior written permission.
6.4 Ownership of Data
6.4.1 Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of Our Access Fee when due. You grant Us a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Service and for any other purpose related to provision of the Service to You.
6.5 Maintenance of Data
6.5.1 We adhere to best practice policies and procedures to prevent data loss, but do not make any guarantees that there will be no loss of Data. We expressly exclude liability for any loss of Data irrespective of how caused.
6.6 Third Party Applications and Your Data
6.6.1 You acknowledge that We will be integrating with third-party applications for use in providing the Service. You may also enable third-party applications for use in conjunction with the Service. In either event, You acknowledge that We may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Service. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
7. Warranties and Acknowledgements
7.1.1 You warrant and represent to Us that You have the legal capacity to enter into this Agreement and that You have the authority to agree to the Terms on behalf of any Invited User and by entering into this Agreement You warrant the performance and all obligations that You or an Invited User become subject to by virtue of these Terms.
7.2.1 You acknowledge that:
(a) You are authorised to use the Services and the Website and to access Purchase Order Data, including any emails read by Us sent from Your Customers or Invited Users, and information or Data input into the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
(b) We have no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You.
(c) The provision of, access to, and use of, the Service is on an "as is " basis and at Your own risk.
(d) We do not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Service. We are not in any way responsible for any such interference or prevention of Your access or use of the Service.
(e) It is Your sole responsibility to determine that the Service meets the needs of Your business and is suitable for the purposes for which it is used.
(f) You remain solely responsible for complying with all laws. It is Your responsibility to check that storage of and access to Your Data via the Service and the Website will comply with laws applicable to You (including any laws requiring You to retain records).
7.3 No Warranties
7.3.1 We give no warranty about the Service. Without limiting the foregoing, We do not warrant that the Service will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
7.4 Consumer Guarantees
7.4.1 You warrant and represent that You are acquiring the right to access and use the Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction do not apply to the supply of the Service, the Website or these Terms.
8. Limitation of Liability
8.1 We accept no liability for any failure to comply with these Terms where such failure is due to a Force Majeure Event.
8.2 To the maximum extent permitted by law, We exclude all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or the Website.
8.3 If You suffer loss or damage as a result of Our negligence or failure to comply with these Terms, any claim by You against Us arising from Our negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.
8.4 If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 9.
8.5 To the maximum extent permitted by law, We do not give You any assurances that any information contained on the Website will be suitable for Your purposes or that it will be error-free. You agree that You will not rely on any such information or its availability and that any reliance You make will be based on Your own independent assessments with the aid of qualified independent advice.
9.1 Trial Policy
9.1.1 You may trial the service for a period of 30 days prior to entering your billing details, with no obligation to continue to use the Service. If You choose to continue to use the Service thereafter, You will be billed from the Commencement Date, being the day following your trial end date. You must add Your billing details into the Website prior to the issue of your first invoice in accordance with clause 4.1. If you choose not to continue using the Service, notify firstname.lastname@example.org and Your Organisation details will be removed from the WebSite.
9.2 No-fault Termination
9.2.1 These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each such period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 14 days before the end of the relevant payment period. Upon giving such notice You shall be liable to pay all relevant Access Fees for the then current period up to and including the last day of such period.
(a) You breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days of the date on which We give You notice of the breach if the breach is capable of being remedied; or
(b) You breach any of these Terms and the breach is not capable of being remedied; or
(c) Your business becomes insolvent or goes into liquidation or has a receiver or manager appointed to any of its assets or You become bankrupt or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction; We may take any or all of the following actions, at Our sole discretion:
(aa) terminate this Agreement and Your use of the Service and the Website;
(bb) suspend for any definite or indefinite period of time, Your use of the Service and the Website; and
(cc) suspend or terminate access to all or any Data.
(dd) take any of the actions in sub-clauses (aa), (bb) (cc) of this clause 9.3 in respect of any Invited Users whom You have authorised to have access to Your information or Data. For the avoidance of doubt, if payment of any invoice for Access Fees is due and is not made in full by the relevant due date and remains outstanding following the period referred to in Clause 9.3(a) We may:
(i) suspend or terminate the authority for You and any or all of the Invited Users to use the Service; and
(ii) suspend or terminate Your rights of access to all or any Data.
9.4.1 You indemnify Us against all claims, costs, damage and loss (including consequential loss) arising from Your breach of any of these Terms or any obligation You may have to Us, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
9.5 Accrued Rights
9.5.1 Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
(a) remain liable for any Access Fees, any accrued charges and any amounts which become due for payment before or after termination; and
(b) immediately cease to use the Service and the Website.
9.6 Expiry or Termination
9.6.1 Clauses 5.1, 6.1 - 6.3, 9.4 and 9.5 survive the expiry or termination of these Terms.
9.7 Refund Policy
9.7.1 If You terminate these Terms because the Service has not met your expectation, We will refund the most recent amount charged to You covering up to a maximum of 30 days use of the Service, no questions asked.
10. Help Desk
10.1 Technical Problems
10.1.1 In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Us. If You still need technical help, please check the support provided online by Us on the Website or failing that email Us at email@example.com.
10.2 Service Availability
10.2.1 Whilst We intend that the Service should be available 24 hours a day, seven days a week, it is possible that on occasions the Service or the Website may be unavailable to enable maintenance or other development activity to take place.
10.2.2 If for any reason We have to interrupt the Service for longer periods than We would normally expect, We will use reasonable endeavours to publish in advance details of such activity on the Website.
11. Service Acknowledgement
11.1 You acknowledge that:-
(a) the Service is of a kind not ordinarily acquired for personal, domestic or household use or consumption;
(b) prior to entering into this Agreement You have been given a reasonable opportunity to examine and satisfy Yourself regarding the Service which is the subject of these Terms and You have availed Yourself of that opportunity; and
(c) at no time prior to entering into this Agreement have You relied on Our skill or judgement and that it would be unreasonable for You to do so.
12. Specific Warnings
12.1 You must ensure that:-
(a) Your access to the Website is not illegal or prohibited by laws which apply to You;
(b) You understand and agree that any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities; and
(c) You take Your own precautions to ensure that the process which You employ for accessing the Website does not expose You to the risk of viruses, malicious computer code or other forms of interference which may damage Your own computer system. For the removal of doubt, We do not accept responsibility for any interference or damage to Your own computer system which arises in connection with Your use of the Website.
13.1 Entire Agreement
13.2.1 If We waive any breach of these Terms, such waiver will not constitute a waiver of any other breach. A waiver on one occasion does not mean that such breach will be automatically waived on any other occasion. No waiver will be effective unless made in writing.
13.3.1 Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to a Force Majeure Event. This clause does not apply to any obligation to pay money.
13.4 No Assignment
13.4.1 You may not assign or transfer any rights to any other person without Our prior written consent.
13.5 Governing law and jurisdiction:
13.5.1 These Terms are governed by the laws in force in Queensland, Australia. You agree to submit to the exclusive jurisdiction of the Courts of that jurisdiction.
13.6.1 If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision will be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
13.7.1 Any notice given under these Terms by one party to the other must be in writing and sent by email and will be deemed to have been given on transmission. Notices to Us must be sent to firstname.lastname@example.org or to any other email address notified by email to You by Us. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
13.8 Rights of Third Parties
13.8.1 A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms