(1) For the purposes of this Website, Hosting and Program Access agreement (called this agreement) the expressions “we”, “us” or “our” refer to Aro Software Pty Ltd ACN 113 782 013, ABN 86 113 782 013. In this agreement any reference to “Customer” or “you” or “your” refers to the entity specified above as the Customer. In this agreement any reference to “Guarantors” refers to the person or persons (if any) specified above as the guarantors, and if more than one, means each of them severally and any one or more of them jointly.
(2) Any activation, access to and use by the Customer of the website, hosting and software program (called the Website and Program) is strictly on the basis that the following terms and conditions shall apply.
(3) Payment must be made by the Customer prior to the activation of the program either by direct debit or credit card payment. The Customer must pay any GST on any taxable supply that we make to you under the A New Tax System (Goods & Services Tax) Act 1999 or any other tax (other than a tax in the nature of an income or capital nature), fee, levy or duty imposed by any governmental authority on this supply to you.
(4) This agreement and your right to use the program is personal and not transferable to another user without our prior written consent. This consent will generally only be given if the business is sold or the ownership or control of the Customer changes (called a change in control). If as a result of a proposed change in control the Customer intends to continue to use the Website and Program then a new agreement must be entered into with us on the same or similar terms as this agreement for a further 24 month contract period as additional training and support will need to be provided by us to the buyer. We reserve the right to impose any conditions that we reasonably determine are necessary to give that consent.
(5) Alternatively if as a result of a proposed change in control the Customer or the buyer does not intend to continue with the Website and Program then this agreement can be terminated by the Customer by notice and payment to us of the balance of the monthly program fees then remaining for the chosen contract period.
(6) The monthly program fee you pay includes all of our telephone support. Only Arosoftware program support is covered by this agreement not any other products selected by the user that are integrated into the program. Our Fanatical Help Line is open Monday to Friday 9.00am to 5.00pm E.S.T.
(7) If you have chosen a 12 month, or 24 month contract period as specified by you during sign up you cannot terminate this agreement during the chosen contract period except in accordance with the terms of this agreement unless we are in default of our obligations and you have allowed us a reasonable time to remedy that default. At the end of the chosen contract period this agreement will continue on month to month terms.
(8) If you no longer require access to the program and you are not currently in contract then you must give us no less than thirty (30) days written notice prior to the end of the contract period of termination and cessation of use. If your account is In that event all outstanding fees must immediately be paid to Arosoftware up to the end of the chosen contract period. Upon providing written cancelation notice Arosoftware will respond via email clarifying the closure date and the services being closed, this email response will require you to respond again with further clarification. If we do not receive a response to this email your account will not be closed and it will continue to be billed.
(9) When we establish your account we assist you with data input including property and client data imported onto our system. We provide you with set up training, and we customise the program with your branding that enables you to generate your marketing material using our standard layouts which include newsletters, window cards, brochures, stock booklets and stationary. Any customisation to these standard layouts that you require us to make will incur an additional charge that will be quoted on a case-by-case basis and will only proceed with your approval. As a result by the time your account is activated we have undertaken significant and valuable work for you that we have agreed to recoup from you during the chosen contract period by you paying us the monthly program fees.
(10) If you have selected the 24 month contract period and for any reason you seek to improperly terminate this agreement during the contract period or we are required because of your breach to terminate this agreement then we are entitled to recover from you as liquidated damages any balance monthly fees remaining of the 24 month contract as compensation for the work we have undertaken and for which you have received an immediate benefit. You acknowledge that the nature and amount of liquidated damages are reasonable and reflect a genuine pre-estimate of the loss that we would suffer from termination of this agreement during the 24 month contract period. Should a 12 month contract period be chosen then we are entitled to recover from you as liquidated damages the balance of the monthly program fees remaining for the rest of the 12 month contract period. Should you choose to terminate this agreement on “no contract period” none of the agreed software setup costs will be refunded.
(11) Consequences of Default
(11.1) “Supplier” shall mean Arosoftware ABN 86 113 782 013 its successors and assigns or any person acting on behalf of and with the authority of the Supplier.
(11.2) “Customer” shall mean the person, organisation or entity referred to as the Customer or any person acting on behalf of and with the authority of the Customer.
(11.3) Interest on overdue invoices shall accrue daily from the date when payment becomes due until the date of payment, at the rate of 2% per calendar month and such interest shall compound monthly at such a rate after as well as before any judgement.
(11.4) The Supplier reserves the right to refer the collection of any outstanding accounts to a debt collection agency without notice to the Customer.
(11.5) The Customer agrees to be liable for any recovery costs and expenses the Supplier incurs as a result of the referral of the debt to a debt collection agency and furthermore the Customer agrees that section 27 (1) of the Debt Collectors (Field Agents and Collection Agents) Act 2014 (Qld) does not apply to this agreement.
(11.6) In the event that the collection of the debt is referred to the Supplier’s lawyers, the Customer accepts liability for and indemnifies the Supplier for all of the Suppliers legal costs on a solicitor-client basis.
(12) You understand that you are responsible for paying for any network resources that are used to connect your server to the Internet. You may request that their server be disconnected from the Internet, but you will be responsible for paying for any network resources used up to the point of suspension or cancellation.
(13) We reserve the right to suspend network access to any customer. If inappropriate activity is detected all of your access to the program and its accounts in question will be deactivated until such time as an investigation is completed to our complete satisfaction. Prior notification to you is not assured. In extreme cases, Australian and other law enforcement authorities will be contacted regarding the inappropriate activity. You will not be credited for the time the account is suspended or deactivated and is not entitled to any form of compensation whatsoever.
(14) We warrant that our program will perform to its maximum capabilities if all mandatory fields within the program are completed by you. Although this is not compulsory in most cases for the program to function, we cannot guarantee that the results and functions of the program that are promoted will perform to their full capabilities if any of the fields within the program remain incomplete.
(15) We provide training and support for only 2 of your key nominated employees (called your nominated persons). Your nominated persons will be provided with unlimited support. They will also be responsible for providing internal support for other users within your business who use the program. In the event that either or both of your nominated persons no longer work for you then it is your responsibility to ensure that each new nominated person is fully trained by either the outgoing person or the remaining nominated person or you pay us to train them for you. Our support is not for the benefit of new and untrained operators, and we reserve the right to not offer any support to these users unless an agreed training fee is approved and paid to us. We also reserve the right not to support any user/s that deliberately and continually attempts to use or insert information into the programs fields that have not been designed to handle such information and therefore, obviously, our software may/may not be able to perform the correct function, which may consequently cause issues with the quality and integrity of the output of that information which may accordingly be incorrect.
(16) We will archive your data onto backup mechanisms on a regular basis for the purposes of disaster recovery. In the event of equipment failure or data corruption, we will restore from the last known good archive. In the event of corruption of all of our archives, or in the event that an old archive is used to restore data, you should be prepared to upload your data to your web site. We will not be liable or responsible for incomplete, out-of-date, corrupt or otherwise deficient Customer data recovered from our backups or due to technical IT issues with your computer system that are unrelated to our software.
(17) Any errors in the program will be our responsibility to correct within a reasonable time frame. Corrections due to errors in our program will be free of charge to all users.
(18) The law applicable in the State of Queensland in Australia governs this Agreement. You, we and the Guarantors agree to irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of the State of Queensland.
(19) We welcome feedback (including constructive criticism) from all of our customers. If you wish to give feedback please submit that feedback via our website, www.arosoftware.com.
(20) Our software, and all accompanying files, data and materials, are distributed on an “AS IS” basis and with no warranties of any kind, whether express or implied other than any mandatory warranties or consumer guarantees that are imposed by law. Proper data processing procedure dictates that any program should be thoroughly tested with non-critical data before relying on it. You must assume the entire risk of using the program and testing it for suitability and functionality for your organisation. This disclaimer of warranty constitutes an essential part of this agreement.
(21) To the extent permitted by law our liability will be limited exclusively to a refund of the amount paid by you to us. In no circumstances will we or any of our shareholders, officers, employees, affiliates, contractors, subsidiaries, or parent organisations, be liable for any incidental, consequential, exemplary or punitive damages whatsoever.
(22) All of your data or that of your client’s will never be deliberately revealed or sold or made available to any other party by us unless required by law. We will not use it for any purpose. It will always remain the property of the Customer or your client as the case may be and we must treat it with confidentiality and not release it unless required by law.
(26) You agree to pay to us during the contract period the monthly program fee for the amounts set out in the Schedule below based on the number of user licenses set out in the Schedule below or any additional users approved by you at a rate of $10 (plus GST) per month per additional user and to charge to your credit card or direct debit the bank account of the Customer (as indicated). We will provide a tax invoice to you. You must sign a direct debit form (in the form that we supply you) to establish the direct payment or credit card arrangements and you agree not to terminate or suspend that direct debit or credit card authority without informing us.
(a) Your monthly subscription amount will not automatically adjust when you remove users. You must email email@example.com requesting that your monthly subscription be adjusted.
(27) Any costs we incur arising from a failure by your bank to honor the direct debit or credit card charging authority will be borne by you. We reserve the right to charge merchant fees on any credit card payments made in accordance with our policy set out on our website and by signing this agreement you authorize us to charge those merchant fees (depending on the credit card used) to your credit card.
(28) If you are a company we may ask a person associated with you to guarantee your obligations to us and indemnify us for any loss we may suffer if you do not observe this agreement. The person (if any) signing this agreement as a guarantor:
(a) Guarantees to us the due and punctual performance of your obligations under this agreement; (b) Indemnifies us for any loss, cost, damage or expense that we may suffer or incur (including legal costs on a full indemnity basis) if you do not perform your obligations, and if more than one person is named as a Guarantor then this guarantee and indemnity is given jointly and severally.
(29) Websites are built for the Customer as displayed in our demonstration versions.
(30) Some variations that are requested by the Client that are possible may not incur any costs. We reserve the right to charge the Customer for variations to cover our additional costs. These costs will need to be accepted and paid for by the Customer prior to commencement of work.
(31) The Customer must supply the photos that are to be used on the website
(32) For custom websites only prior to commencement of work the Customer must pay us a deposit representing Fifty (50) % of the total cost of the work to be done on the website. Any quoted additional work on websites must be paid in full prior to commencement.
(33) The Customer will be responsible for adding their own personal content to their websites unless specifically outlined in the quote. If they would request us to add their personal content to their website then a nominal fee will be charged depending on the amount of time required.
(34) Once the website is completed by Arosoftware as per the online form the client will be emailed the link for approval, the client then has 5 working days to respond with any alterations required. For custom websites only after 5 working days the balance monies for the website and software fees will be deducted from the account details supplied initially irrespective of whether the Customer has not supplied items to us that are their responsibility to complete the website.
(35) Customer web site will not be made live for custom websites only until final payment is received.
(36) All websites we create include a control panel and video help tutorials that can be found by clicking our “Help” icon inside the software program where the Customer will be able to change the following items themselves.
(37) Any accounts that remain overdue past fourteen (14) days will result in site being turned off and if they remain overdue after thirty (30) days then we are entitled to delete all data and the website and all recovery costs for outstanding accounts will be charged to the Customer for the balance of the contract period.
(38) We retain all intellectual property rights in and to our standard website templates and the variations we make to them including the functionality and other characteristics of those templates.
(39) All websites will be tested prior to handing over to Customer. However it is the Customer’s responsibility to make sure the website, its functionality and all pages are satisfactory prior to the website going live.
(40) All Customer data will never be revealed or sold to any other party. All Customer data (including details and data of the Customer’s clients) will always remain the property of the Customer (and also it’s clients).
(41) Refer to our Privacy Act terms and conditions which apply and contained on our website by clicking the attached link. Privacy act.
(42) This policy (“Policy”) applies to all email and other communications (“Email”) generated or sent through the services provided by AroSoftware (“Services”) whether through the site located at admin.arosoftware.com or through any other site operated by AroSoftware (each, a “Site”). By generating or sending email through the services, you agree to comply with this policy. Arosoftware may suspend or terminate your access to and use of the services if you do not comply with this policy.
(43) This includes laws applicable to you and also laws applicable to AroSoftware and the recipient of each Email. Examples of applicable laws include laws relating to spam or unsolicited commercial email (UCE), privacy, security, obscenity, defamation, intellectual property, pornography, terrorism, homeland security, gambling, child protection, and other applicable laws. It is your responsibility to know and understand the laws applicable to your use of the Services and the Emails you generate and send through the Services.
(44) Certain types of content may cause higher-than-average abuse rates. Hard bounce rates should be under 5%, and spam complaint rates should be less than 0.1%. Arosoftware reserves the right to closely review, suspend, throttle, or disable accounts that exceed these rates.
(45) You may not: (a) Send Spam. Spam can be in the form of bulk emails or one to one commercial emails. For bulk emails we use the definition by Spamhaus, in short “unsolicited bulk email.” For single commercial emails, we define spam as any message that violates SPAM ACT law. (b)You must be able to point to an opt-in form or show other evidence of consent for bulk email. (c)Put into your Email or Account any material that wasn’t created by you, provided for you to use, or that would violate anyone’s rights. That includes text, photos, graphics, and other content. (d)Use any misleading or incorrect names, addresses, email addresses, subject lines, or other information on the Website or in any Emails created or sent using our Service. (e)Set up multiple accounts for any person or entity in order to send similar content, unless you’re part of a franchise or agency. (f)Import or incorporate any of this information into any lists, emails or uploads to our servers: Social Security numbers, passwords, security credentials, or sensitive personal information. (g)Upload or send to purchased, rented, third-party, co-reg, publicly available data, or partner lists of any kind.
(47) You must adhere to relevant regulations and laws that govern real estate agents. It is solely the responsibility of the User to ensure such compliance.
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